~~Table~~FORM of6-K ~~Contents~~

~~FORM~~SECURITIES ~~6-K~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~Report ~~D.C.~~of ~~20549~~Foreign Private Issuer

~~Report~~Pursuant ofto ~~Foreign~~Rule ~~Private~~13a-16 ~~Issuer~~or 15d-16 of

~~Pursuant~~the toSecurities ~~Rule~~Exchange ~~13a-16~~Act ~~or 15d-16~~ of 1934

For the ~~Securities~~month ~~Exchange Act~~ of ~~1934~~March 2005

~~For~~CLP ~~the~~Holdings ~~month~~Limited ~~of August 2004~~

~~CLP~~(Registrant’s ~~Holdings~~name ~~Limited~~in English)

~~(Registrant’s~~147 ~~name~~Argyle inStreet ~~English)~~

~~147~~Kowloon, ~~Argyle~~Hong ~~Street~~Kong

~~Kowloon,~~(Address ~~Hong Kong~~of Registrant’s principal executive office)

~~(Address~~Indicate ofby check mark whether the Registrant’s ~~principal~~files ~~executive~~or ~~office)~~will file annual reports under cover Form 20-F or Form 40-F.

~~Indicate by check mark whether the Registrant files or will file annual reports under cover~~ Form 20-F or X Form 40-F.

~~Form~~Indicate ~~20-F X~~ by check mark whether the Registrant by furnishing this information contained in this Form 40is also thereby furnishing information to the Commission pursuant to Rule 12g3-F 2(b) under the Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant by furnishing this information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X

If “Yes ~~No X~~ ” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-

IfRegistrant ~~“Yes”~~hereby isincorporates ~~marked,~~by ~~indicate~~reference ~~below~~in the ~~file~~report ~~number~~on ~~assigned~~Form to6-K the ~~Registrant~~following ~~in connection with Rule 12g3-2(b)~~Exhibit: ~~82-~~


Exhibit
1.		Preliminary Announcement of Annual Results as from 1 January 2004 to 31 December 2004 issued on 28 February 2005 and published in Hong Kong newspapers on 1 March 2005.

2.		Announcement issued on 3 March 2005 and published in Hong Kong newspapers on 4 March 2005.

3.		Announcement of Discloseable Transaction issued on 8 March 2005 and published in Hong Kong newspapers on 9 March 2005.

~~Registrant hereby incorporates by reference in the report on Form 6-K the following Exhibit~~Remarks:

~~Exhibit~~The financial information relating to the financial year ended 31 December 2004 set out in the Preliminary Announcement does not constitute the Group’s statutory financial statements for the year ended 31 December 2004, but is derived from those financial statements. Further information regarding the operations and results of CLP Holdings Limited for the financial year ended 31 December 2004 will be included in the Annual Report on Form 20-F for the year ended 31 December 2004 to be filed with the U.S. Securities and Exchange Commission.

~~The~~2 ~~Interim Report 2004 which was despatched to shareholders on 30 August 2004.~~

~~Table~~SIGNATURES ~~of Contents~~

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Pursuant~~For toand ~~the~~on ~~requirements~~behalf of ~~the~~CLP ~~Securities~~HOLDINGS ~~Exchange~~LIMITED ~~Act~~By: of/s/ ~~1934,~~April ~~the~~Chan ~~Registrant~~Name: ~~has~~April ~~duly~~Chan ~~caused~~Title: ~~this~~Deputy ~~report~~Company ~~to be signed on its behalf by the undersigned, thereunto duly authorized.~~ Secretary

~~For and on behalf of CLP HOLDINGS LIMITED By~~Date: /24 sMarch ~~/ April Chan Name: April Chan Title: Deputy Company Secretary~~2005

~~Date:~~3 ~~30 August 2004~~

~~Table~~Exhibit of1 ~~Contents~~

		Contents
1		Performance Highlights
3		Chairman’s Statement
5		Management’s Discussion and Analysis
20		Condensed Consolidated Profit and Loss Account
21		Condensed Consolidated Balance Sheet
22		Condensed Consolidated Statement of Changes in Equity
23		Condensed Consolidated Cash Flow Statement
24		Notes to the Condensed Interim Accounts
40		Scheme of Control Statement
41		Independent Review Report
		Disclosure of Interests
42		- Interests of Directors and Chief Executive Officer
44		- Interests of Substantial Shareholders
46		- Interests of Any Other Persons
47		Corporate Governance
48		Information for our Investors

CLP Holdings Limited

LOGO

~~Table~~(incorporated ofin ~~Contents~~Hong Kong with limited liability under the Hong Kong Companies Ordinance)

~~Page~~(Stock 1code: 002)

Preliminary ~~Performance~~Announcement ~~Highlights~~of Annual Results

	6 months ended 30 June				Increase/ (Decrease) %
	2004		2003
Per share
Earnings per share, HK$
Including Hok Un redevelopment profit	1.72		1.54		11.4
Excluding Hok Un redevelopment profit	1.67		1.52		9.6
Dividends per share, HK$
First interim	0.45		0.41
Second interim	0.45		0.41
Total interim dividends	0.90		0.82		9.8
For the period
Turnover, HK$M
Scheme of Control (SoC) revenue	11,870		11,333		4.7
Total turnover	13,922		11,871		17.3
Earnings, HK$M
SoC earnings	3,337		3,045		9.6
Non-SoC operating earnings	791		710		11.4
Unallocated net finance costs	(39	)	(33	)
Unallocated Group expenses	(75	)	(59	)
Total operating earnings	4,014		3,663		9.6
Hok Un redevelopment profit	124		51
Total earnings	4,138		3,714		11.4
SoC capital expenditure, HK$M
CLP Power Hong Kong	2,313		2,295		0.8
CAPCO	829		599		38.4
Electricity sales (SoC), millions of kWh
Residential	2,875		2,857		0.6
Commercial	5,093		4,936		3.2
Infrastructure & Public Services	3,497		3,340		4.7
Manufacturing	1,333		1,348		(1.1	)
Total local sales	12,798		12,481		2.5
Export sales	1,085		1,153		(5.9	)
Total electricity sales	13,883		13,634		1.8
Interest cover 1 , times	9		102

as from 1 January 2004 to 31 December 2004

~~Table~~Highlights ~~of Contents~~

~~Page~~• Electricity sales in Hong Kong grew 2.1% to 28,632GWh; total sales (which include sales to the Chinese mainland) rose 2.2% to 31,719GWh.

As at the balance sheet date	30 June2004	31 December2003	Increase%
Total assets, HK$M	76,641	75,832	1.1
Total borrowings, HK$M	19,637	18,697	5.0
Shareholders’ funds, HK$M	41,403	40,241	2.9
Total debt to total capital 3, %	32.2	31.5

•

Consolidated turnover rose 9.0% to HK$30,784 million; revenue from the Hong Kong electricity business recorded a 4.0% growth to HK$26,773 million.

1• ~~Interest~~Earnings ~~cover~~from =the ~~Profit~~Hong ~~before~~Kong ~~taxation~~electricity ~~and~~business ~~interest~~increased /by ~~(interest~~8.1% ~~charges~~to +HK$6,788 ~~capitalised~~million; ~~interest)~~earnings from other activities grew by 4.4% to HK$1,671 million.

2• ~~Yallourn~~Total ~~Energy~~earnings ~~and~~up ~~GPEC~~12.1% ~~were reclassified from jointly controlled entities~~ to ~~subsidiaries of the Group in April and June 2003 respectively. For meaningful comparison~~HK$8,614 ~~the~~million; ~~2003~~operating ~~figure~~earnings ~~has~~(which ~~been~~exclude ~~calculated~~Hok byUn ~~including~~redevelopment ~~the~~profit ~~Group’s share of interest charges of Yallourn Energy~~ and ~~GPEC~~property ~~during~~disposal ~~the~~gain) ~~period~~up ~~when~~10.7% ~~they~~to ~~were~~HK$8,241 ~~jointly controlled entities~~million.

3• ~~Total~~Final ~~debt~~dividend toand special final dividend of HK$0.73 per share and HK$0.15 per share respectively; including interim dividends paid, total ~~capital~~dividend =for ~~debt~~2004 /amounting ~~(shareholders’~~to ~~funds~~HK$2.23 +per ~~debt~~share +(2003: ~~minority~~HK$1.98 ~~interest~~per share).

~~Table~~STATEMENT ofBY ~~Contents~~THE CHAIRMAN, DR. THE HON. MICHAEL D. KADOORIE

~~Page~~I 3am pleased to report that, during the year to 31 December 2004, CLP continued to deliver a solid financial and operational performance.

Year ~~Chairman’s~~2004 ~~Statement~~Results

~~Dear~~In ~~Shareholders~~2004, the operating earnings of the Group increased by 10.7% to HK$8,241 million. Earnings from our Hong Kong electricity business increased 8.1% to HK$6,788 million (2003: HK$6,281 million) as a result of ongoing investment in its transmission and distribution network to expand and improve services to customers as well as investment by Castle Peak Power Company Limited (CAPCO), our jointly controlled entity, in generation facilities. Earnings from our other activities recorded a moderate increase, from HK$1,600 million in 2003 to HK$1,671 million. Our portfolio of power investments outside Hong Kong performed satisfactorily, although earnings were adversely affected by a substantial increase in coal and freight costs and the write-off of previously capitalised financing charges as a result of the re-financing of project loans.

ITotal amearnings ~~pleased~~were toHK$8,614 million, ~~present~~an ~~our~~increase ~~Interim~~of ~~Report~~12.1% ~~for~~as ~~the~~compared ~~half~~to ~~year~~HK$7,687 ~~ended~~million 30in ~~June~~ 2003. The 2004 earnings include profit of HK$159 million from the Hok Un redevelopment and togain ~~record~~of HK$214 million from the sale of a ~~satisfactory~~surplus ~~performance~~former bysubstation ~~the~~site ~~CLP~~at ~~Group~~305 ~~over~~Castle ~~this~~Peak Road, ~~period~~Hong Kong.

~~Financial~~Operating ~~Results~~earnings ~~for~~per ~~the~~share ~~six-month~~and ~~period~~total earnings per share increased by 10.7% to HK$3.42 (2003: HK$3.09) per share and 12.1% to HK$3.58 (2003: HK$3.19) per share respectively, as compared with last year.

The ~~operating earnings~~Board ofhas ~~CLP~~recommended ~~Holdings~~a ~~for~~final ~~the~~dividend ~~six~~for ~~months ended 30 June~~ 2004 ~~increased~~of ~~by 9.6% to~~ HK$~~4,014~~0.73 ~~million,~~per asshare ~~compared~~and ~~with~~a ~~the~~special ~~corresponding~~final ~~period~~dividend inof ~~2003~~HK$0.15 Itper ~~was~~share ~~encouraging~~paid toout ~~see~~of ~~that~~the ~~this~~profits ~~growth~~of inthe ~~earnings~~Hok ~~came~~Un ~~from~~redevelopment ~~both~~and ~~our~~sale ~~Hong~~of ~~Kong~~305 ~~electricity business~~Castle ~~(regulated~~Peak byRoad. ~~the~~These ~~Government~~final ofdividends, together with the ~~Hong~~three ~~Kong~~interim ~~Special~~dividends, ~~Administrative~~each ~~Region~~of ~~under~~HK$0.45 ~~the~~per ~~Scheme~~share, ofresult ~~Control)~~in ~~and~~a ~~our~~total ~~non-Scheme~~dividend of ~~Control businesses~~HK$2.23, ~~notably~~as ~~our~~compared ~~investments~~to inHK$1.98 ~~the~~per ~~electricity~~share ~~sector~~for ~~in the Asia-Pacific region~~2003.

~~Total~~Although ~~earnings~~in ~~(which~~recent ~~include~~years ~~Hok~~our Unpolicy ~~redevelopment~~of ~~profit)~~investment ~~for~~in ~~this~~both ~~interim~~the ~~period~~Mainland ~~were HK$4~~and the Asia-Pacific region has led to diversification in the source of our earnings,~~138~~ ~~million~~the ~~(HK$1~~revenues from our Hong Kong electricity business continue to represent by far the largest part of the CLP Group’s total earnings.72 ~~per~~In ~~share)~~2004, anthe ~~increase~~Hong Kong business generated 80% of 11the Group’s operating earnings before deduction of unallocated expenses.~~4%,~~ ~~compared~~Hong toKong ~~HK$3~~has also remained the primary focus of our investments,~~714~~ ~~million~~with ~~(HK$1.54~~64% ~~per~~of ~~share)~~the inGroup’s ~~2003~~total assets being located within the Special Administrative Region (SAR).

~~Earnings~~These ~~from~~figures ~~our~~underline ~~electricity~~the ~~business~~importance ~~in Hong Kong increased by 9.6%~~ to ~~HK$3,337~~the ~~million,~~Company ~~whilst~~and ~~operating~~its ~~earnings~~shareholders ~~from non-Scheme~~ of ~~Control~~the ~~activities~~Hong ~~grew~~Kong byelectricity ~~11.4% to~~business ~~HK$791~~and ~~million,~~of anthe ~~increase~~nature of ~~HK$81~~the regulatory ~~million~~regime ~~compared~~ to ~~the~~which ~~same~~that ~~period~~business inis ~~2003~~subject.

Post-2008 Hong Kong Electricity Business Regulatory Regime

~~The~~Since ~~Hong~~1964, ~~Kong~~this ~~electricity~~ business ~~remained~~has ~~the main~~been ~~source~~regulated ofby the ~~Group’s~~Hong ~~earnings,~~Kong ~~contributing~~Government ~~81%~~under ofa ~~our~~Scheme ~~operating earnings before deduction~~ of ~~unallocated~~Control ~~expenses~~ (~~2003: 81%~~SoC)~~. Overall~~, ~~sales~~which ofhas ~~electricity~~remained inlargely ~~Hong~~unchanged ~~Kong~~over inthat ~~the~~period. ~~first~~Although ~~half~~many of ~~2004~~our ~~grew~~shareholders bywill ~~2.5%~~be ~~compared~~familiar with the ~~same~~central ~~period last~~provisions ~~year.~~of ~~Slow growth earlier in~~ the ~~period was attributable to temperatures being cooler than normal. However~~SoC, ~~the~~it ~~strength~~may ofbe ~~underlying~~helpful ~~demand,~~if ~~and~~I ~~Hong Kong’s gradual economic recovery, was dramatically illustrated on 2 July 2004, when our~~briefly ~~local~~recap ~~demand~~these: ~~reached a historical peak of 6,329MW. This represented an increase of 7.7% from the previous maximum demand of 5,874MW in summer 2003.~~

In• myProfits ~~Chairman~~- CLP’s ~~Statement~~annual toprofits ~~our~~are ~~2003~~capped ~~Annual~~at ~~Report,~~an Iamount ~~commented~~equal onto ~~the~~13.5% ~~likelihood~~of ~~that~~average ~~discussions~~net ~~with~~fixed ~~the~~assets ~~Hong~~(15% ~~Kong~~for ~~Government~~assets onacquired ~~the~~by ~~future~~using ~~electricity regulatory~~shareholders’ ~~regime~~funds) ~~would~~less ~~move~~some ~~forward~~deductions ~~during~~- ~~the~~a ~~course~~net ~~of this year~~return. IFor ~~also~~reference, ~~noted~~in ~~that~~2004 ~~any~~CLP’s ~~regulatory~~net ~~regime~~return ~~which~~was is13.05% ~~introduced after the expiry of the present Scheme of Control in 2008 should be~~ on ~~terms~~those ~~which ensure that the quality of electricity supply is maintained in Hong Kong and that the necessary investments continue to be made.~~ assets;

~~The~~• ~~sharp~~Tariffs ~~and~~- ~~significant~~periodically ~~growth~~approved inby ~~maximum~~Government ~~electricity~~under ~~demand~~financial ~~which~~reviews ~~has~~and ~~occurred~~reviewed inannually ~~summer~~by ~~2004 shows~~ the ~~importance~~Government of making the necessary investment in our electricity infrastructure in advance of demand. It also demonstrates that increases in demand can be steep and unexpected and that, even for a mature economy such as Hong Kong, it is unwise to assume that demand in growth will be slow and predictable, and to under~~-invest~~ ~~accordingly.~~tariff The increase in maximum demand compared to 2003 was 455MW. To put this in context, this increase alone is equivalent to almost a quarter of the current generating capacity at our Black Point Power Station. On an overall basis, our reserve margin of generating capacity to meet local demand has now fallen from 40.7% to 30.6%. reviews;

~~Table~~• ofFinancial ~~Contents~~and Operating Performance - reviewed by Government in annual auditing reviews;

~~Page~~• 4Investment - CLP is obliged to contribute to Hong Kong’s development by providing facilities to meet the future demand for electricity. Government approves all capital expenditure before it is made and scrutinises it afterwards;

~~Increases~~• inService ~~electricity~~Quality ~~demand~~- ~~bear not only upon our generating capacity, but also upon the adequacy and reliability of our transmission and distribution network~~ in ~~Hong~~return ~~Kong.~~for ~~The~~recognising ~~weather~~CLP ~~during the last week in June was continually hot~~ and ~~humid.~~its ~~Consequently~~shareholders’ ~~some~~rights ~~significant incremental load increases, up~~ to ~~38%~~earn ina ~~some~~reasonable ~~locations~~return, ~~were~~Government ~~observed~~must inbe aassured ~~variety~~that ~~of residential~~service ~~areas,~~to ~~particularly over~~ the ~~evening~~consuming ~~periods.~~public ~~Such~~is ~~sharp~~adequate ~~increases present challenges~~ to ~~any~~meet ~~electricity network~~demand, ~~yet~~efficient ~~reliability~~ and ~~availability~~ of ~~electricity~~high ~~supplies~~quality ~~were~~and ~~maintained~~is provided at the ~~customary~~lowest ~~high~~reasonable ~~levels.~~cost; and

~~These~~• ~~figures~~Environment ~~illustrate~~- ~~the straightforward point that present demand can only be met by past investment.~~ CLP’s ~~policy~~will ofmake ~~prudent and~~ continuing ~~investment,~~efforts ~~backed~~to byimprove ~~certainty~~its inenvironmental ~~the~~performance ~~regulatory regime which enables those investments to be made~~ and ~~for~~promote ~~reasonable~~efficient ~~returns~~energy ~~to be earned by our investors~~use, ~~continues~~as towell ~~provide~~as ~~the foundation~~working ~~for~~closely ~~ensuring~~with ~~that~~Government ~~Hong~~in ~~Kong~~its ~~has~~efforts anin ~~electricity~~reducing ~~infrastructure~~emissions ~~which~~and ~~meets~~exploring ~~the~~renewable ~~needs~~energy ~~of our community~~sources.

~~Chinese~~The ~~Mainland~~SoC regulates every significant aspect of CLP’s business of supplying electricity in Kowloon and ~~Asia~~the ~~Pacific~~New Territories.

The ~~performance~~current Scheme of ~~the~~Control ~~Group’s~~Agreement ~~investments~~took ineffect ~~the~~on ~~Mainland~~1 October 1993 and will expire on 30 September 2008. The Agreement provides that, during the ~~Asia-Pacific~~three ~~region~~years isprior ~~described~~to inthat ~~more~~date, ~~detail~~CLP ~~later~~and inGovernment ~~this~~will ~~Interim~~institute ~~Report~~discussions regarding revision and extension of the SoC with a view to agreeing mutually acceptable terms and conditions.

IOn ~~wish~~31 toJanuary ~~note~~2005, ~~that~~Government ~~these~~launched ~~activities,~~a ~~whilst~~process ~~more~~of public ~~volatile~~consultation inon ~~nature~~the ~~than~~future ~~the~~regulation of Hong Kong ~~Scheme~~’s ofelectricity ~~Control~~industry. ~~business,~~The ~~are~~consultation ~~now~~is ~~contributing~~to ~~sustainable~~be ~~and~~in ~~significant~~two ~~income~~phases to- the ~~Group.~~first, ~~This~~which ~~indicates~~will ~~the~~end ~~progress~~on ~~that~~30 ~~has~~April ~~been~~2005, ~~made~~solicits inthe ~~CLP~~public’s ~~policy~~views on options for the future development of Hong ~~diversifying~~Kong’s ~~its~~electricity ~~investments~~market after 2008, ~~such~~whilst ~~that~~the wesecond nophase ~~longer~~will ~~solely~~consult ~~rely~~the public on ~~the~~Government’s ~~earnings from~~proposals ~~our~~for ~~Hong~~the ~~Kong~~post-2008 ~~electricity~~regulatory ~~business~~framework.

~~The~~On ~~increase~~1 inFebruary ~~Hong~~2005, ~~Kong’s domestic~~I ~~demand~~wrote ~~reflects~~to ~~economic~~all ~~trends~~shareholders ~~that~~outlining ~~extend~~CLP’s ~~across~~position ~~much~~on of the ~~Asia~~future ~~region,~~regulation ~~including some~~ of ~~the~~our ~~countries where CLP has a presence and is ready to consider further investment~~business. ~~There~~I ~~is very considerable activity in new projects in the~~invited ~~Chinese~~shareholders ~~mainland, due~~ to ~~high~~make ~~demand~~their ~~growth,~~views ~~and~~known ~~opportunities for CLP~~ to ~~maintain~~Government ~~its position~~ in this ~~market~~consultation process. ~~Similarly,~~A ~~the~~much ~~economic~~fuller ~~growth~~account inof ~~India,~~the ~~Thailand~~Company’s ~~and~~perspective ~~Taiwan~~ is ~~increasing~~set ~~pressure~~out ~~for~~in ~~further~~our ~~private~~brief ~~sector~~“A ~~power~~World ~~projects~~Class toElectricity ~~support the~~Supply ~~state~~for ~~utilities.~~a ~~Whilst~~World ~~sustainable~~Class ~~economic~~City ~~growth~~- ~~creates~~Powering ~~the basis for expanding our business outside~~ Hong Kong,’s weFuture” ~~will~~which ~~approach~~is ~~all~~available ~~such~~on ~~opportunities~~our ~~cautiously~~website toat ~~ensure~~www.clpgroup.com ~~that~~or ~~any new investment is supported~~ by ~~strong~~writing ~~fundamentals~~to ~~of providing~~the ~~power~~Company Secretary at ~~affordable~~our ~~and~~Head ~~competitive prices~~Office, ~~and~~147 ~~delivering~~Argyle anStreet, ~~acceptable~~Kowloon, ~~return~~Hong Kong.

~~This~~There ~~Interim~~is ~~Report~~a ~~explains~~great ~~not~~deal ~~only~~at ~~our~~stake ~~financial~~for CLP and ~~operational~~its ~~performance,~~shareholders ~~but~~in ~~also~~ the ~~broader~~outcome ~~environmental~~of ~~and~~Government’s ~~social~~review ~~aspects~~ of ~~our~~the ~~activities.~~future ~~Your~~regulatory ~~Board~~regime. There ~~and~~is Ialso ~~remain~~a ~~committed~~great todeal ~~the~~at ~~careful~~stake ~~stewardship~~for ~~of your~~Hong ~~Company’s~~Kong ~~affairs~~as ~~and to overseeing~~ a ~~performance~~whole in- the ~~second~~continued ~~half~~provision of ~~this~~a ~~year,~~quality ~~and~~electricity ~~beyond,~~supply ~~which~~at ~~builds~~reasonable ~~upon~~cost ~~the~~is ~~good~~essential ~~results~~for ~~achieved~~our incommunity’s ~~the~~social ~~first~~and ~~half~~economic ~~of 2004~~well-being.

/For this reason, in this Chairman’s/ ~~The~~Statement ~~Hon.~~I ~~Michael~~wish D.to ~~Kadoorie~~reinforce ~~The~~the ~~Hon.~~key ~~Michael~~messages D.that I ~~Kadoorie~~and ~~Hong~~my ~~Kong~~colleagues have already contributed to the public discussion on our industry, 4as ~~August~~well ~~2004~~as to pick up on some of the points that have been raised since the consultation process started last month.

~~Table~~Balance ~~of Contents~~

~~Page~~The 5SoC has been a durable and successful system of regulation because it recognises and promotes the balance of the interests of all the stakeholders in Hong Kong’s electricity sector:

~~Management’s~~• ~~Discussion~~2.2 million customers - who are entitled to receive a high quality of electricity supply and ~~Analysis~~excellent customer service in return for reasonable tariffs;

~~This section~~• ~~describes~~5.5 ~~CLP’s~~million ~~major~~citizens ~~activities~~ in ~~Hong~~our ~~Kong,~~supply ~~the~~area ~~Chinese mainland and elsewhere in the Asia~~-~~Pacific~~ ~~region,~~who asdepend ~~well~~upon asa ~~the Group’s financial results~~reliable, ~~funding~~adequate and ~~obligations~~environmentally ~~during~~responsible ~~the~~electricity ~~first half of 2004.~~ supply;

~~Business~~• ~~Overview~~The Hong Kong Government (including the administration and legislators alike) - who must be satisfied that a regulatory regime is in place which supports their duty to the people of the SAR to ensure the efficient and effective provision of an essential public service;

• CLP’s ~~follows~~employees a- ~~clear,~~the ~~consistent~~“people ~~and~~capital” ~~focused~~without ~~strategy~~which toour ~~realise~~electricity ~~our~~system ~~vision~~cannot offunction. ~~being~~The askills ~~leading~~of ~~investor-operator~~our inpresent ~~the~~3,900 ~~Asia-Pacific electricity~~employees ~~power~~must ~~sector.~~be Weretained ~~aim~~in ~~continuously~~Hong Kong to ~~enhance~~serve our ~~core~~community. ~~Hong~~A ~~Kong~~durable ~~electricity business~~ and tobalanced ~~develop~~regulatory asystem ~~portfolio~~enables ofour ~~electricity~~industry ~~businesses~~to inattract, ~~the~~train ~~Chinese mainland~~ and ~~the~~retain ~~Asia-Pacific~~future ~~region.~~employees Anto ~~outline~~serve ofthat ~~our~~community ~~investments~~in isthe ~~set~~years ~~out below:~~ ahead;

• CLP’s shareholders - the 22,000 shareholders (representing many thousands more with a beneficial or other interest in our shares) who, on the basis of their trust and confidence in Hong Kong, a fair regulatory system and CLP itself, have an investment currently in excess of HK$100 billion in our company;

Investments	Equity Interest	Description
CLP Power Hong Kong Limited (CLP Power Hong Kong)	100%	CLP Power Hong Kong owns and operates the transmission and distribution system, covering a supply area of approximately 1,000 sq. km, which includes:
		• • • • • • •	552 km of 400kV lines; 1,124 km of 132kV lines; 417 km of 33kV lines; 9,863 km of 11kV lines; 54,697 MVA transformers; 205 primary substations in operation; and 12,077 secondary substations in operation.
Castle Peak Power Company Limited (CAPCO), 6,283 megawatts (MW) of installed generating capacity	40%	CAPCO owns: Black Point Power Station (2,500MW, when completed)
		•	Gas-fired power station (with distillate as back-up) comprising eight combined cycle turbines of 312.5MW each.
		•	Six units in operation, plus two final units to be commissioned in 2005 and 2006 respectively.
		Castle Peak Power Station (4,108MW)
		•	Commissioned between 1982 and 1990.
		•	One of the world’s largest coal-fired power station complexes, comprising eight units ranging from 350MW to 677MW.
		•	Two of the 677MW units are capable of burning gas and oil as alternative fuels.
		Penny’s Bay Power Station (300MW)
		•	Three diesel oil-fired units of 100MW each, commissioned in 1992.

•

CLP’s longstanding partner - ExxonMobil, the owner of a 60% interest in the power stations in Hong Kong operated by CLP. ExxonMobil is the largest U.S. investor in Hong Kong and over the past 40 years has shown an unwavering commitment to investment in electricity generation on the basis of a balanced and stable regulatory regime; and

~~Table~~• CLP’s lenders - the providers of ~~Contents~~HK$18 billion of funds to enable the infrastructure to be built which powers our society today and into the future. Together with our shareholders, they have financed that infrastructure through private sector investment alone - no call for funds or subsidies, direct or indirect, has ever been made on Government and taxpayers.

~~Page~~It 6is to be expected that, in expressing their views on the future of our industry, particular stakeholders may look to what they perceive as their own immediate interests. It is CLP’s responsibility to emphasise and explain the balance of all those interests which must ultimately be achieved and respected.

~~Note:~~Quality CLP Power Hong Kong operates CAPCO’s power stations and purchases its power from CAPCO and Guangdong Daya Bay Nuclear Power Station. These sources of power, together with CLP’s right to use 50% of the capacity of Phase 1 of the Guangzhou Pumped Storage Power Station, amount to a total installed capacity of 8,263MW.

ChineseMainland
Investments (Gross/Equity MW)	Equity Interest	Description
CLP Guohua Power Company Limited (CLP Guohua) 2,100/630MW	49%	CLP Guohua holds interests in three coal-fired power stations, namely Beijing Yire in Beijing, Panshan in Tianjin, and Sanhe in Hebei, with a combined installed capacity of 2,100MW.
Shandong Zhonghua Power Company, Ltd. (SZPC) 3,000/882MW	29.4%	SZPC owns four coal-fired power stations, Shiheng I and II (totalling 1,200MW), Liaocheng (1,200MW) and Heze II (600MW).
CLP Guohua Shenmu Power Company Limited (Shenmu) 200/98MW	49%	Shenmu II Power Station, in Shaanxi, has two 100MW coal-fired units. It is managed as part of CLP Guohua.
Guizhou CLP Power Company Limited (Guizhou CLP Power) 600/420MW	70%	Guizhou CLP Power develops, constructs and operates two 300MW coal-fired generating units to supply the Guizhou power grid and, through it, to supply Guangdong Province.
Guangdong Nuclear Power Joint Venture Company, Limited (GNPJVC) 1,968/492MW	25%	GNPJVC was established in 1985 to construct and operate Guangdong Daya Bay Nuclear Power Station (GNPS) at Daya Bay. GNPS is equipped with two 984MW Pressurised Water Reactors. The majority of the GNPS equipment was imported from France and the United Kingdom. The two units at GNPS commenced commercial operation in 1994. 70% of electricity generated is supplied to Hong Kong, with the remaining 30% sold to Guangdong.
Hong Kong Pumped Storage Development Company, Limited (PSDC) 1,200/600MW	49%	CLP has the right to use half of the 1,200MW pumped storage capacity of Phase I of the Guangzhou Pumped Storage Power Station until 2034.
Huaiji Power Project (Huaiji) 98/41MW	41.5%	Eight small hydro power stations are in operation, with one under construction, amounting to a total of 98MW.

In our Annual Report and in our brief of 1 February 2005 we demonstrate how, within a stable and fair regulatory system in the shape of the SoC, competently administered by Government and responsibly operated by CLP we have provided the people of Kowloon and the New Territories with an electricity service characterised by the qualities set out below. There seems to be a perception that regulation in the form of the SoC is in some way outdated or old-fashioned. This is not so - our Annual Report highlights the measurable achievements of recent years alone:


High reliability		Reliability, in terms of unplanned customer minutes lost, is world-class and in 2004 reached its best level yet. Unplanned supply interruptions are less than 1/10^th of those in an average U.S. urban area.

Reasonable and affordable tariffs		Tariffs have been frozen since 1998 and decreased in real terms by 37% since 1983. On average, electricity represents less than 2% of monthly household expenditure.

High productivity and efficiency		Productivity, measured by electricity output per employee, has risen 127% in the past 10 years.

Good customer service		Customer satisfaction, as measured by independent survey, has reached its highest level during the past two years and is amongst the best of the major utilities in the Asia-Pacific Region.

Environmental responsibility		Total air emissions from our power stations in 2004 were lower than in 1990, despite an increase of about 65% in local electricity sales.

Sustained private sector investment		As at the end of 2004, CLP and our partners ExxonMobil have invested HK$70 billion in our electricity system.

~~Page~~Although 7in recent times, Hong Kong has not seen the tremendous economic growth (with corresponding increases in electricity demand) of the 1960’s and 1970’s, our society, which is increasingly sophisticated and demanding, continues to require constant excellence and improvement in the provision of its public services, such as that achieved by CLP under the SoC. Our community’s expectations of its public service providers and intolerance of any shortcomings in those services are extremely high, to the point where considerable criticism is generated for problems or difficulties which might well pass unnoticed elsewhere in the world.

~~Asia-Pacific~~Electricity ~~Region~~Tariffs and CLP’s Profits

Investments (Gross/Equity MW)	Equity Interest	Description
Gujarat Paguthan Energy Corporation Private Limited (GPEC), India 655MW	100%	GPEC operates a 655MW gas-fired combined cycle power station in Gujarat, India.
Ho-Ping Power Company (Ho-Ping), Taiwan 1,320/528MW	40%	Ho-Ping owns a 1,320MW coal-fired power station at Ho-Ping, Taiwan, which started operations in 2002.
Electricity Generating Public Company Limited (EGCO), Thailand 3,014/541MW	22.4%	EGCO operates two gas-fired combined cycle power stations in Thailand (2,056MW). It has also invested in a number of small power projects in Thailand and the Philippines, totalling 958MW.
BLCP Power Limited (BLCP), Thailand 1,434/717MW	50%	BLCP is the developer of a 1,434MW coal-fired power station now under construction at Map Ta Phut, Thailand.
Yallourn Energy Pty Limited (Yallourn Energy), Australia 1,480MW	100%	Yallourn Energy owns and operates a 1,480MW coal-fired plant and a dedicated coal mine in Victoria, Australia.

Todate, the public and political comments made in the consultation process have focused only on two issues - electricity tariffs and CLP’s level of return. It is natural that these should be matters of close scrutiny. CLP welcomes informed discussion on these, just as much as on other aspects of Hong Kong’s electricity service. We have explained in our public discussion and in our briefing that our tariffs are reasonable and affordable and that our returns are fair.

~~Operational~~However, ~~Performance~~what must not be forgotten is that tariffs and ~~Outlook~~returns are only two of the issues which must be considered; they cannot be examined in isolation from the other qualities which our community needs and demands from its electricity supply. Hong Kong enjoys an electricity supply, which is world-class when compared to electric utilities elsewhere, because its customers pay fair prices and investors earn reasonable returns. It might be possible for our society to have lower reliability and a second-class electricity network in return for lower prices. That is not the choice Hong Kong has made; nor is it the choice we should make if we want to preserve the quality of our infrastructure which is one of Hong Kong’s competitive advantages.

~~Electricity~~The ~~Business~~Future ~~in Hong Kong~~

~~During~~The ~~the~~achievements ~~first~~made ~~six~~under ~~months~~the ofSoC ~~2004~~are ~~the~~such that Hong Kong ~~economy~~may ~~continued~~take tothe ~~improve,~~excellence ~~with~~of ~~GDP~~its ~~growth~~electricity ofsupply ~~6.8%~~for ingranted ~~the~~and ~~first~~feel ~~quarter~~that ~~compared~~there tois ~~the~~no ~~corresponding~~longer ~~period~~any inneed ~~2003.~~to ~~However,~~continue ~~local~~such ~~electricity~~an ~~sales~~arrangement ~~increased~~- atthat asomehow ~~slower~~the ~~pace~~SoC ~~than~~‘has ~~GDP,~~done ~~recording~~its ~~growth of 2~~job’.~~5%.~~ ~~Such~~This ~~sales~~would ~~were~~be ~~affected~~a bydangerous ~~the~~conclusion ~~weather, which on average was cooler during the first six months of the year, compared~~ to ~~2003~~draw.

~~Sales~~Providing toan ~~the Residential~~electricity ~~Sector~~supply ~~increased~~which ~~slightly,~~meets ~~whereas~~our ~~sales~~society’s toneeds ~~the~~and ~~Commercial~~making ~~Sector~~timely investment ~~grew~~to ~~noticeably,~~meet ~~reflecting~~future ~~the~~needs ~~economic~~is ~~recovery~~an unceasing task. The ~~Infrastructure~~post-2008 &regulatory ~~Public~~regime ~~Services~~must ~~Sector~~both ~~had~~preserve ~~stronger~~the ~~growth,~~achievements ~~attributable~~of inthe ~~part~~past toand ~~increased~~promote ~~investment~~the ~~in Hong~~substantial ~~Kong’s~~investment ~~railway~~and ~~infrastructure.~~commitments ~~The~~which ~~decline~~will ofneed ~~sales~~ to ~~the~~be ~~Manufacturing~~made ~~Sector~~in ~~slowed~~the ~~down~~coming asyears, asuch ~~result of robust export performance.~~ as:

A• ~~breakdown~~Meeting forecast growth in electricity demand of ~~the~~2% ~~local~~to ~~unit~~3% ~~sales~~per ~~growth~~annum by(including ~~sector~~bringing ~~during~~on ~~the~~additional ~~period~~generating iscapacity asto ~~follows:~~meet this growth);

	Increase/(Decrease) %		Total Local Sales in %
Residential	0.6		22.5
Commercial	3.2		39.8
Infrastructure & Public Services	4.7		27.3
Manufacturing	(1.1	)	10.4

•

Bringing liquefied natural gas (LNG) to Hong Kong, involving the provision of the necessary infrastructure such as a receiving and storage terminal and a long-term commitment to gas supply agreements;

~~Table~~• ofLarge-scale ~~Contents~~investment in emissions reduction plant and equipment to improve environmental performance;

~~Page~~• 8Adding substations at the rate of seven per week and over 800 km of transmission line over the next decade; and

~~With~~• ~~respect~~Strengthening tocustomer ~~sales~~services to ~~the~~respond ~~Chinese~~to ~~mainland,~~an ~~demand~~expected ~~from~~rise ~~Shekou~~in ~~remained~~our ~~strong~~customer ~~but~~base ~~sales~~ to ~~the Guangdong Guang-Dian Power Grid Group Company Limited (GPG) dropped approximately 12~~2.6%. ~~Overall~~million ~~sales~~accounts toand ~~the~~a ~~Mainland~~doubling ~~decreased by 5.9%~~ in ~~comparison~~daily toenquiries ~~the~~by ~~same period in 2003 as the then sales contract with GPG approached completion~~2014. ~~With the renewal of the sales contract in late June 2004, sales to GPG are expected to return to a high level during the rest of the year.~~

~~Total~~The ~~unit~~post-2008 ~~sales,~~regulatory ~~including~~regime ~~both~~must ~~local~~recognise ~~sales~~ and ~~sales~~enable these investments to be made - if it does not, the ~~Chinese~~consequences ~~mainland~~may not be immediately apparent, ~~rose~~but 1the long-term effects will be severe.8% ~~over~~Experience worldwide has shown that problems of adequacy or reliability in the ~~same~~energy and infrastructure fields are often the result of under-investment over a number of years; that a significant period inelapses ~~2003~~before those problems become evident, that these then take a long time to fix and at considerable cost to society.

~~Tariffs~~Planning toand ~~our~~investment ~~local~~in ~~customers~~the ~~remained~~electricity ~~unchanged.~~business ~~The~~is ~~HK$500~~long-term ~~million~~in ~~rebate~~nature, towith ~~our~~considerable ~~customers,~~lead-times ~~announced~~for inprojects ~~December~~to move ~~2003,~~from ~~was~~conception ~~implemented~~to incompletion. ~~March~~Decisions ~~when~~about the ~~rebates~~regulation ~~began to~~of beour ~~credited~~industry tomust ~~customer~~take ~~accounts~~this into account.

~~To enhance supply quality and reliability, as well as to provide for demand created by new towns and infrastructure development projects in our supply area,~~ CLP’s ~~continued~~Participation ~~to invest~~ in the ~~transmission~~Debate ~~and~~on ~~distribution~~our ~~networks~~Industry ~~during the period. Major projects included Hung Hom Bay Bulk Substation, Yuen Long to Fanling 300MVA 132kV circuit and the establishment of San Shek Wan Substation.~~

~~Pursuant~~CLP toand ~~the~~its ~~Scheme~~shareholders ofsupport ~~Control~~a ~~Agreement~~reasoned ~~with~~debate on the ~~Government~~future regulation of ~~the~~our Hong Kong ~~Special~~electricity ~~Administrative~~business ~~Region~~and ~~(HKSAR),~~ the ~~current~~close ~~Financial~~scrutiny ~~Plan~~of ~~will~~our ~~expire~~activities inthat ~~December~~this ~~2004~~involves. ~~The~~A ~~2005~~better ~~Financial~~understanding ~~Plan,~~of ~~setting~~our ~~out CLP’s projected sales~~performance, ~~capital~~the ~~and~~needs ~~operating~~of ~~expenditure~~our industry and ~~tariff~~of ~~levels~~our ~~for~~stakeholders ~~the~~can ~~period~~contribute ~~from~~to ~~January~~establishing ~~2005~~a toregulatory ~~September~~regime after 2008, ~~was~~which ~~submitted~~matches to the ~~HKSAR~~durability ~~Government in June~~ and isfairness ~~now~~of ~~under~~the ~~review~~SoC.

ToWe ~~enhance~~do ~~customer~~have ~~service~~concerns ~~quality,~~as weto ~~have~~whether ~~introduced~~the ~~new~~consultation ~~value~~process, ~~added services~~associated inpolitical debate and Government response will give rise to ~~increasing~~fair ~~customer~~and ~~demand~~balanced reflection on the long-term needs and issues which must be addressed. ~~The~~Those ~~new~~of ~~services~~our ~~include~~shareholders ~~“Home~~resident ~~Advisory~~in ~~Services”~~Hong Kong will be familiar with issues in the past year such as the Hung Hom Peninsula redevelopment, ~~“Electrical~~West ~~Appliances~~Kowloon ~~Consultancy~~cultural ~~Services”~~centre development, ~~“Registered~~the ~~Electrical~~Harbour ~~Contractors~~reclamation ~~Referral~~and ~~Services~~the “Link” asreal ~~well~~estate investment trust listing. None of these issues was of such lasting importance to every member of our community as that of ~~expanded~~the ~~product~~regulatory ~~sales~~regime required to ~~all~~ensure ~~market~~the ~~segments~~provision of an adequate and ~~extended~~reliable ~~operation~~electricity ~~hours~~supply. ofHowever, ~~certain~~and ~~customer~~irrespective ~~centres.~~of ~~Customer~~whether ~~traffic~~one ~~(meaning~~agreed with the ~~number~~eventual ofoutcome ~~walk~~reached on these recent issues, the decision-making processes, whether judged in ~~customers~~terms ~~requesting~~of ~~service)~~structure, inpredictability ~~the~~or ~~first~~balance, ~~three~~fell ~~months~~short ~~increased~~of ~~22%~~the ~~compared~~standards ~~with~~for which either the ~~same period~~Hong ~~last~~Kong ~~year~~Government or our community might have wished.

~~Our~~I ~~efforts~~hope that the discussion and ~~commitment~~decision-making inprocess ~~quality~~on ~~management~~the ~~were~~post-2008 electricity regulatory framework will be of a quality and ~~recognised~~objectiveness inwhich reflects the ~~Hong~~importance ~~Kong~~of ~~Management~~the ~~Association~~issues at stake. I believe it will - and the clear and tangible merits of the present regulatory regime and CLP’s ~~(HKMA)~~standing ~~2004~~as ~~Quality~~a ~~Awards~~competent, ~~when~~responsible ~~CLP~~and ~~Power~~responsive ~~Hong~~operator ~~Kong~~are ~~was~~powerful arguments ~~named~~in asfavour of a regime on the ~~Overall~~lines ~~Winner~~of the present SoC.

In ~~line~~my Chairman’s ~~with~~Statement ~~our~~in ~~commitment~~last toyear’s ~~responsible~~Annual ~~corporate~~Report ~~citizenship,~~I ~~CLP~~promised ~~partnered~~shareholders ~~with~~that, ~~St.~~in ~~James’~~the ~~Settlement~~debate toon ~~launch~~our aindustry, ~~“Fulfil~~CLP Awould ~~Wish”~~be ~~campaign~~a ~~from February~~strong tovoice ~~March.~~against ~~The~~any ~~programme~~regulatory ~~aimed~~change atwhich ~~encouraging~~puts ~~the~~in ~~community~~doubt toour ~~reduce~~ability ~~wastage~~to ~~and~~continue ~~reuse~~to ~~electrical~~provide ~~appliances.~~a Afirst-class service ~~total~~to ofthe ~~2,421~~community ~~electrical~~and ~~appliances~~fails ~~were~~to ~~donated~~allow byour ~~customers~~shareholders ~~and~~to ~~more~~make ~~than~~a ~~800~~proper ~~less~~return ~~privileged~~on ~~families benefited from~~ the ~~campaign~~ byinvestment ~~receiving~~which ~~appliances.~~they Wehave ~~are~~made ~~also~~in ~~pleased~~providing ~~that~~the ~~CLP’s~~necessary ~~volunteers~~infrastructure. ~~team~~Conversely, ~~marks~~we ~~its~~would ~~10th~~be ~~anniversary this~~a ~~year.~~strong ~~The~~voice ~~team~~in issupporting ~~currently~~any ~~made~~regulatory upregime ofwhich maintains ~~600~~and ~~staff~~builds ~~members~~upon ~~serving~~our ~~the~~past ~~community~~and incurrent ~~their~~achievements ~~own time~~ and isrespects ~~one of~~ the ~~largest~~interests ~~corporate~~of ~~volunteer~~all ~~teams~~concerned, inincluding ~~Hong~~shareholders ~~Kong~~and customers.

~~Table~~We ofare ~~Contents~~making good on this promise.

~~Page~~With 9your support, I am confident that our voice will be heard and that the strength of our Hong Kong electricity business, combined with further progress in our activities in the Mainland and elsewhere, will carry CLP forward to realise its vision of being a leading investor-operator in the Asia-Pacific electric power sector.

~~The~~MANAGEMENT’S ~~current~~DISCUSSION ~~Scheme~~AND ofANALYSIS Control Agreement, which regulates our Hong Kong electricity business, will expire in 2008. The HKSAR Government has previously indicated that later this year there will be a public consultation on the way forward for the electricity sector. Given the importance of electricity in our daily lives, CLP will be engaging all stakeholders – customers, shareholders, employees, and other members of the Hong Kong community – to promote a better understanding of the industry and a more informed and balanced discussion of the complex issues involved.

~~Electricity~~Operational ~~Business~~Performance ~~in the Chinese Mainland~~

~~The~~Electricity ~~3,000MW~~Business ~~joint venture~~ in ~~Shandong~~Hong ~~Province~~Kong continued to make good progress. Both units at Liaocheng (2 x 600MW) have now been taken over for commercial operation. New tariffs have been approved for Liaocheng as well as Heze II stations. A new lending consortium comprising entirely Mainland banks refinanced both the RMB and US$ loans. Although there were a number of charges associated with the refinancing, the result was to increase the loan tenors at a lower effective borrowing rate.

~~Last~~Hong ~~year~~Kong’s weeconomic ~~signed~~recovery awas ~~letter~~reflected ofin ~~intent~~high toelectricity ~~undertake~~maximum ademand ~~feasibility~~in ~~study~~2004 onand, amost 2dramatically, xon ~~600MW~~2 ~~greenfield~~July ~~project~~2004 atwhen ~~Fangchenggang~~our inlocal ~~Guangxi,~~demand inreached ~~which CLP may take~~ a ~~70%~~ ~~interest.~~historical Wepeak ~~have~~of ~~continued to work with our joint venture partner~~6,329MW. ~~Guangxi~~This ~~Water~~represented &an ~~Power~~increase ~~Engineering~~of ~~(Group) Co~~7.7% ~~Ltd.,~~from ~~a subsidiary of~~ the ~~Guangxi~~previous ~~Electric~~maximum ~~Power~~demand ~~Co.~~of ~~Ltd.~~5,874MW onrecorded ~~this~~in ~~project,~~summer ~~including~~2003. This was the ~~regulatory~~highest ~~approvals~~year-on-year ~~necessary~~increase toin ~~allow it~~maximum todemand ~~proceed~~since 1989.

~~Unit~~Managing 1such ofincreases ~~the~~in 2maximum xdemand ~~300MW~~requires ~~Anshun~~the IIelements ~~Power~~of ~~Station~~our ~~was~~Hong ~~taken~~Kong ~~over~~electricity ~~for~~business, ~~commercial~~be ~~operation~~it ~~in March 2004~~generation, ~~with~~transmission ~~Unit~~and ~~2 envisaged for takeover in November 2004. An increased tariff~~distribution, ~~which~~to ~~took~~be ~~into~~operating ~~account~~to ~~recent~~high ~~coal~~standards ~~price~~of ~~increases~~reliability, ~~was~~adequacy ~~approved~~and ~~in July 2004~~availability.

~~The~~On ~~Guangdong~~the ~~Daya~~generating ~~Bay~~side, ~~Nuclear~~our ~~Power~~plant ~~Station~~responded ~~continued~~well to ~~operate~~a ~~well~~challenging year, with ~~good~~availability ~~safety~~at ~~and environmental performance~~88. ~~In May~~4%, ~~whilst~~although ~~Unit~~this 2 was onlower athan ~~scheduled~~the ~~outage,~~90.7% anachieved ~~incident resulting~~ in a2003 ~~bent~~because ~~fuel~~of ~~assembly,~~an increase ~~which~~in ~~had~~major noplanned ~~safety~~preventive ormaintenance ~~environmental~~within ~~impact,~~our ~~led~~power ~~to the outage being extended by approximately 2 months, with the Unit returning to service on 24 July~~stations.

~~During~~Our ~~the~~transmission ~~first~~and ~~half~~distribution ofnetwork ~~2004~~coped well, ~~increased demand~~notably ~~for~~when, ~~electricity~~ in ~~the~~June, ~~Mainland~~a ~~led~~period toof ~~pressure~~hot onand ~~domestic~~humid ~~coal~~weather ~~supplies.~~contributed ~~Although~~to ~~generation~~significant atincremental ~~the~~load ~~power~~increases ~~stations~~of inup ~~which~~to ~~CLP~~38% ~~holds~~in ansome ~~interest~~residential ~~was~~areas, ~~occasionally~~particularly ~~constrained~~over bythe ~~coal~~evening periods. ~~supply~~Despite ~~difficulties~~this, ~~there~~2004 ~~was~~saw nothe ~~significant~~best ~~adverse effect~~levels onof ~~production~~supply reliability we have ever achieved.

~~Electricity~~During ~~Business~~2004, in ~~the~~order ~~Asia-Pacific~~to ~~Region~~enhance plant performance, supply quality and reliability, as well as to provide for demand created by new residential and infrastructure development projects in our supply area, CLP and CAPCO carried out a capital works programme amounting to HK$7 billion.

~~CLP~~In ~~has~~2004 we continued with the planning of two major investments concerning our generating business. The first of these is a ~~significant~~package ~~presence~~of inemissions ~~Australia,~~reduction ~~India~~measures for our coal-fired plant at Castle Peak, ~~Taiwan~~of ~~and~~which ~~Thailand.~~the retrofit of flue gas desulphurisation ~~Our~~(FGD) ~~focus~~would isbe onthe ~~optimising~~largest component. The second of these projects is the ~~performance~~development of ~~our~~the ~~existing~~infrastructure ~~assets~~needed ~~and,~~to ~~where~~assure ~~market~~the ~~conditions~~availability ~~and~~of ~~investment~~natural ~~opportunities~~gas ~~permit~~in Hong Kong, ~~continuing~~including tobuilding ~~build~~a ~~meaningful~~liquefied natural gas (LNG) receiving and ~~sustainable~~storage terminal ~~businesses~~for inour ~~those~~use ~~countries~~by early next decade.

~~Table~~Our total electricity unit sales for 2004, including those to the Chinese mainland, grew 2.2% to 31,719GWh. As there was no tariff increase during the year, the increase in turnover by 4.0% to HK$26,773 million was mainly due to fuel clause adjustment as a result of ~~Contents~~higher composite fuel price.

~~Page~~Local 10electricity sales recorded moderate growth of 2.1% to 28,632GWh. Sales to the Chinese mainland increased slightly by 2.6% to 3,087GWh and comprised 2,200GWh sold to Guangdong Guang-Dian Power Grid Group Company Limited and 887GWh to the Shekou Industrial Zone. The export sales assist Guangdong to meet its electricity demand and provide additional revenue that will offset costs for our Hong Kong customers. They also contribute to shareholder earnings because the profits from such sales are allocated on an 80/20 basis between customers and shareholders. A breakdown of the unit sales growth by sector during 2004 is as follows:

The acquisition of the remaining 8% shareholding in Yallourn Energy in Australia was completed in March 2004. CLP now owns 100% of Yallourn Energy. During the first half of the year our Yallourn Energy power station performed largely in line with budget. The Morwell River Diversion project, which will secure access to a long-term coal reserve, and the upgrade of the station’s instrumentation and control systems remain on schedule and within budget. Good progress has been made towards a new enterprise bargaining agreement to replace the present three-year agreement which ends in September 2004.


Electricity Sales	Year ended 31.12.2004	Increase/(Decrease) over 2003
	GWh	%

Residential	7,149	(0.4	)
Commercial	11,086	3.6
Infrastructure and Public Services	7,564	3.6

	25,799	2.5
Manufacturing	2,833	(0.8	)

Total local sales	28,632	2.1
Export sales	3,087	2.6

Total sales	31,719	2.2

~~High~~Electricity ~~reliability~~Business ~~and safety levels were maintained at our wholly-owned power station, GPEC,~~ in ~~India. An amended power purchase agreement (PPA) with~~ the ~~offtaker,~~Chinese ~~Gujarat~~Mainland Electricity Board, was entered into at the end of 2003. To date, the implementation of the PPA has proceeded satisfactorily with significant improvement in the monthly collections of payments to GPEC, as compared to previous years.

~~The~~During ~~Ho-Ping power station in Taiwan was commissioned in 2002. Plant performance during the six-month period to 30 June~~ 2004 ~~was characterised by continuing improvement in reliability~~, asCLP ~~remaining~~made ~~technical~~only ~~issues~~limited ~~were~~progress ~~steadily resolved. The recent surge~~ in ~~coal~~sourcing ~~prices~~new ~~and~~development ~~sea~~projects ~~freight costs did have an operational~~ and ~~financial~~creating ~~impact~~new ~~and~~partnerships ~~has~~in ~~required~~the ~~ongoing~~Mainland’s ~~and close attention from management~~power sector. InThis ~~July~~reflected ~~2004~~our weprudent ~~completed~~approach ato ~~partial~~investment ~~refinancing~~in ofadditional ~~the~~generating ~~project~~assets in ~~order~~the ~~to reduce interest costs~~Mainland.

~~In Thailand~~Nonetheless, aconsiderable ~~key~~work ~~task~~ has been undertaken to ~~take~~obtain ~~forward~~ the ~~construction~~ ofregulatory ~~the~~approvals ~~BLCP~~for ~~project~~the ~~which~~2x600MW isgreenfield ~~managed~~project byat ~~CLP.~~Fangchenggang ~~Progress~~in ~~has~~Guangxi, ~~been~~in ~~satisfactory and to a schedule~~ which ~~would~~CLP ~~see~~will ~~the~~hold ~~two~~a ~~generating~~70% ~~units entering service in 2006/07~~interest. The ~~lender~~project ~~base~~is ~~for~~now ~~this~~awaiting verification ~~project~~from ~~was~~the ~~widened~~State byDevelopment ~~the~~and ~~participation~~Reform ofCommission ~~the Asian~~before ~~Development~~work ~~Bank~~proceeds ~~and~~at ~~the~~site ~~Japan~~and ~~Bank~~equipment ~~for~~manufacture ~~International Cooperation~~commences.

~~Electricity-Related~~Throughout ~~Business~~2004 we continued to promote excellence in project management and station operation in those assets in which we hold an interest. Two aspects of asset management were particularly challenging:

~~Property~~• ~~Business~~ Tariff management – all of the operating power stations are covered by tariff arrangements which have been approved and implemented; and

~~CLP~~• ~~redevelops~~Coal ~~sites~~supply in– ~~Hong~~generation ~~Kong~~was ~~which~~occasionally ~~are~~constrained noby ~~longer~~coal ~~required~~supply ~~for electricity~~difficulties, ~~purposes~~most notably at Shandong. The overall effect on production was not material but higher coal costs affected the earnings from all the power stations in which CLP holds an interest.

~~Our major project is the residential redevelopment of the former power station site at Hok Un, Kowloon. This 50/50 joint venture project, known as Laguna Verde, led by~~ CLP ~~and~~Guohua aPower ~~wholly-owned~~Company ~~subsidiary of Cheung Kong (Holdings)~~ Limited, ~~comprises 4,735 flats, 1,692 parking spaces and 270,000 sq. ft. of commercial space. About 99% of the residential units in the redevelopment had been sold by the end of June 2004.~~

~~Public~~Beijing ~~Lighting~~Yire, Panshan, Sanhe and ~~Engineering~~Shenmu ~~Services~~power stations, which are operated by CLP Guohua, all achieved high reliability and operating hours during the year. When compared with 2003, generation in 2004 increased by about 8.8% to 15,255GWh. In particular, Shenmu Power Station generated 1,671GWh, representing an extremely high capacity factor of 95%. New and slightly higher tariffs were implemented at all four stations.

~~CLP~~Shandong ~~offers~~Zhonghua contracting and consultancy services in power engineering, building services, telecommunications, road lighting, energy services and facility management for customers in Hong Kong and neighbouring areas. Our energy services include energy audit, fuel switching and power quality improvement. Power ~~engineering~~Company, ~~building services and telecommunications services are normally provided through infrastructure projects~~Ltd. ~~Road lighting and facility management services are provided under maintenance contracts.~~

~~Table~~Both units at Liaocheng (2x600MW) were taken over for commercial operation, meaning that all of ~~Contents~~the units at the four stations comprised within this joint venture are now operating. New tariffs have been approved by the State Price Bureau for Liaocheng and Heze II stations. The Shiheng stations have been operating for some years at stable tariffs. The financial results for 2004 have been materially affected by higher coal costs and the write-off of previously capitalised financing charges as a result of the re-financing of the project loans.

~~Page~~Guizhou 11CLP Power Company Limited

~~Telecommunications~~Unit 1 of the 2x300MW Anshun II Power Station was taken over for commercial operation in March, with the second Unit following in November. Both units have already been operating at high dispatch levels and new tariffs have now been agreed and implemented.

~~CLP~~Guangdong ~~had~~Nuclear ~~previously~~Power ~~held~~Joint aVenture ~~19% stake in PowerCom Network Hong Kong Limited (PowerCom)~~Company, ~~a joint venture with Cheung Kong Enterprises Limited (CKE) to provide broadband services to Hong Kong customers using powerline telecommunications technology~~Ltd. ~~In line with our strategic focus on our electricity business, we participated in a sale of PowerCom by CKE to Vanda Systems & Communications Holdings Limited~~ (~~renamed as Hutchison Global Communications Holdings Limited (HGCH~~GNPJVC)) ~~in January 2004 in exchange for the issue of shares in HGCH. We subsequently placed 37.7% of those shares in March 2004 and sold the remaining shares in July 2004.~~

~~Human~~The ~~Resources~~Guangdong Daya Bay Nuclear Power Station continued to operate well with good safety and environmental performance. In May, whilst Unit 2 was on a scheduled outage, an incident resulting in a bent fuel assembly, which had no safety or environmental impact, led to the outage being extended by about 2 months, with the Unit returning to service towards the end of July. In 2004, a total of 13,311GWh of electricity (2003: 14,384GWh) was sent out by the nuclear power station. The annual station capacity factor was 80% (2003: 87%).

OnHong 30Kong ~~June~~Pumped Storage ~~2004,~~Development ~~the Group employed 4~~Company,~~678~~ ~~staff (2003: 4,694), of whom 3,897 (2003: 3,895) were employed in the electricity business in Hong Kong and 359 (2003 : 359) by Yallourn Energy and GPEC~~Ltd. ~~Total remuneration for the six months ended 30 June 2004 was HK$1,246 million~~ (~~2003: HK$1,117 million~~PSDC), ~~including retirement benefit costs of HK$99 million.~~

~~During~~In 2004, the ~~first~~pumped ~~half~~storage units ofat ~~2004~~Conghua, weGuangzhou ~~have~~generated ~~undertaken~~493GWh afor ~~number~~CLP ofwith ~~key~~an ~~human~~overall ~~resources~~efficiency above 76.5%, slightly better than 2003. There were over 2,265 unit starts during the year to fulfill system requirements, mainly during peak lopping and backup ~~initiatives~~operations.

InHuaiji ~~addition~~Power toProject the internal identification of talent, we maintain programmes that support the introduction of new talent into the CLP Group. As part of this, four new entrants into the CLP Executive Programme (CEP) will join us later this year.

WeGeneration ~~have~~from ~~also~~this ~~continued~~group ~~the~~of ~~CLP~~small ~~Internship~~hydro-electric ~~Programme~~plants ~~(CIP)~~was ~~which~~severely ~~encourages~~affected ~~students~~by abnormally tolow ~~join~~rainfall, ~~CLP~~with ~~for~~the aoutput ~~summer~~reduced orfrom a246GWh 12in ~~month~~2003 ~~secondment.~~to ~~The CIP~~205GWh ~~has~~in an2004. ~~excellent~~Plant ~~reputation~~performance ~~with~~itself ~~local~~was ~~universities~~generally ~~and 51 students are participating in this year’s programme~~satisfactory.

OnChangdao 1Wind ~~July~~Power ~~2004~~Project we completed the implementation of a new performance-based remuneration system for CLP’s Hong Kong workforce, which had been started in 2001. All permanent staff now have an appropriate percentage of their pay related to individual and company performance, and the 13th month bonus has been completely phased out.

~~Safety~~As part of our commitment to develop renewable energy projects, in December 2004 we established HNEEP-CLP Changdao Wind Power Company Limited, in which we own 45%, with our partner, Huaneng New Energy & Environment Protection Company Limited, to own and operate a 27MW wind farm in Changdao, Shandong. The wind farm will be commissioned in 2005.

~~Safety~~Electricity isBusiness ofin ~~utmost importance across~~ the ~~CLP Group. During the first half of 2004, good performance continued in our wholly~~Asia-~~owned~~Pacific ~~subsidiaries~~Region in Australia and India. However, the safety performance of our Hong Kong business did not meet our standards. As previously reported in our Annual Report, there were two fatal accidents in February and March. These led to the loss of life of an employee of a CLP contractor at Black Point Power Station and a CLP employee working on an overhead line tower near Tseung Kwan O. In addition, an incident in June at Black Point Power Station injured 3 CLP employees, two of them seriously. This level of safety performance is unacceptable. Each accident is subject to investigation by panels comprising representatives of senior management. In addition to implementing the specific recommendations of the panels, a range of initiatives are being implemented to reinforce our safety culture. We are looking to significant improvement during the second half of 2004.

~~Table~~CLP has a significant presence in the electricity generation business in Australia, India, Taiwan and Thailand. Our focus is on optimising the performance of ~~Contents~~our existing assets and, where market conditions and investment opportunities permit, continuing to build meaningful and sustainable businesses in those countries.

~~Page~~Gujarat 12Paguthan Energy Corporation Private Limited (GPEC), India

~~Environment~~High reliability and safety standards were maintained at GPEC in 2004. An amended power purchase agreement (PPA) with the offtaker, Gujarat Electricity Board (GEB) was concluded at the end of 2003. The implementation of this amended PPA proceeded satisfactorily with an improvement in the monthly collection of payments to GPEC, as compared to previous years. GEB also successfully issued a Rupee 3 billion bond and applied the proceeds of approximately HK$500 million to reduce the overdue receivables. However, a number of outstanding amounts are still under dispute with GEB.

AWe ~~new~~have ~~Boiler~~started ~~Optimisation~~to ~~System,~~explore ~~which~~the ~~makes~~possibility ~~use~~ of ~~Neural~~developing ~~Network Technology (Artificial Intelligence), has been installed on~~ a ~~677MW~~second ~~generating~~phase ~~unit~~to at the ~~Castle Peak~~ ~~Power~~GPEC ~~Station~~plant. ~~Results~~The ~~show~~feasibility aof ~~reduction~~doing inso ~~Nitrogen~~clearly ~~Oxide~~depends ~~emission~~on ~~and~~being ~~improvement~~able into ~~Boiler~~offer ~~Efficiency.~~competitively Wepriced ~~plan~~energy, and ability to ~~apply~~obtain ~~this~~secure ~~system~~fuel toand ~~other~~offtake ~~generating~~commitments ~~units~~and payments.

~~CLP~~Ho-Ping isPower ~~assessing the application of wind energy in Hong Kong through a commercial grade wind turbine demonstration project. In June 2004~~Company, weTaiwan engaged expert consultants to carry out the site selection, wind measurement and environmental studies necessary for bringing this project forward. This project should enable a better understanding of the potential role of renewable energy in Hong Kong.

InThe ~~March~~Ho-Ping ~~2004,~~power ~~CLP~~station ~~set~~was ~~new~~commissioned targets to improve our environmental performance, particularly with respect to emissions of sulphur dioxide (SO2). Among these is our commitment to incorporate SO2 emissions reduction capabilities at all new greenfield coal-fired projects in ~~which we have a controlling interest~~2002. AtDuring ~~the same time~~2004, ~~we stated our intent to pursue, in conjunction with~~ the ~~HKSAR~~experience ~~Government,~~and ~~the~~capabilities ~~possibility~~ of ~~retrofitting~~the ~~flue~~operators ~~gas~~increased ~~desulphurisation~~significantly ~~(FGD)~~and ~~units~~this athas ~~our~~contributed ~~Castle~~to achieving ~~Peak~~more ~~Power~~stable ~~Station in Hong Kong~~operation.

~~CLP~~The ~~recognises~~surge ~~its~~in ~~responsibility~~coal ~~towards~~prices ~~future generations,~~ and ~~contributes~~freight ~~regularly to~~costs ~~educational~~over ~~activities~~2004 ~~for~~had ~~school~~a ~~children.~~significant ~~This~~financial ~~year,~~impact weon ~~are~~earnings ~~working~~from ~~with~~Ho-Ping. ~~overseas~~Coal ~~science~~prices ~~curriculum~~have ~~experts,~~roughly ~~Hong~~doubled ~~Kong teachers,~~ and afreight UScosts ~~Fulbright~~increased ~~Scholar~~by up to ~~develop~~four atimes ~~bilingual~~compared ~~curriculum~~to onhistorical ~~sustainable energy~~levels. ~~Government~~The ~~advisors~~Power ~~help~~Purchase ~~us ensure~~Agreement ~~that~~with ~~the~~Taipower ~~curriculum~~allows ~~will~~at ~~meet~~least ~~educational~~partial recovery ~~needs in Hong Kong. Dozens~~ of ~~local~~these ~~science~~additional ~~teachers~~costs ~~have indicated their interest~~ in ~~participating~~subsequent inyears, ~~the~~depending ~~pilot~~on ~~test of~~ the ~~set~~coal ofprices ~~teaching~~actually ~~material~~paid inby ~~Autumn 2004~~Taipower.

~~Table~~Electricity ofGenerating ~~Contents~~Public Company Limited (EGCO), Thailand

~~Page~~The 13operations of EGCO’s plant and the implementation of the PPA with the Electricity Generating Authority of Thailand (EGAT) continued smoothly during the year.

~~Shareholder~~Under ~~Value~~the terms of a Joint Development Agreement, EGCO may acquire half of CLP’s 50% interest in the BLCP project (discussed further below). Todate no agreement has been reached regarding the price for any such transfer. CLP will respect its obligations under the Agreement and will make all efforts to resolve this matter amicably so as to transfer its shareholding in BLCP at a market value.

~~During~~BLCP ~~the~~Power ~~first half of 2004 CLP’s share price rose 15.4%~~Limited, ~~whereas~~Thailand ~~the Hang Seng Index (HSI) decreased by 2.3%.~~

~~The~~Progress ~~final~~on ~~dividend~~the construction of ~~HK$0.65~~BLCP ~~per~~project, ~~share~~which ~~and special~~CLP ~~final~~is ~~dividend~~managing on behalf of ~~HK$0.10~~our ~~per~~joint ~~share~~venture ~~for~~with ~~2003~~Banpu ~~were~~Public ~~paid~~Company, remains satisfactory and to ~~Shareholders~~a onschedule 23which ~~April~~would ~~2004~~see the two units entering service in 2006/07. ~~The~~A ~~first~~slight ~~interim~~delay ~~dividend~~was ~~for~~caused ~~2004~~by late shipping of ~~HK$0.45~~major ~~per~~electrical ~~share~~equipment, ~~was~~but ~~paid~~is onnot 23expected ~~June~~to affect the installation schedule. As at end-December 2004 the design and construction of the ~~second~~power ~~interim~~stations ~~dividend~~was of23.7% ~~HK$0~~complete.45 ~~per~~Capital ~~share~~costs ~~will~~remain bewithin ~~paid~~the ~~on 15~~budgeted ~~September 2004~~amount.

~~Financial~~CLP ~~Performance~~also has the lead role in a separate operating company for the plant. Establishment of the operations organisation is proceeding smoothly.

~~Consolidated~~Yallourn ~~Financial~~Energy ~~Results~~Pty Limited, Australia

~~Turnover~~The acquisition of the remaining 8% shareholding in Yallourn Energy was completed in March 2004, meaning that this business is now wholly-owned by CLP.

~~During~~The ~~the~~plant ~~six-month~~set ~~period~~a new toproduction 30record ~~June~~for ~~2004,~~the ~~our~~third ~~turnover~~year ~~registered~~in asuccession, ~~17.3%~~even ~~increase~~though toplanned ~~HK$13,922~~and ~~million~~unplanned ~~(2003:~~outages ~~HK$11,871~~were ~~million)~~marginally higher than expected. ~~This resulted~~A ~~from~~broader ~~higher~~issue ~~revenue~~at ~~from~~Yallourn is the ~~Scheme~~ageing of ~~Control~~the ~~(SoC)~~plant ~~electricity~~and ~~business~~the inneed ~~Hong~~for ~~Kong,~~adequate ascapital ~~well~~expenditure asto ~~incorporation~~ensure safe ofand ~~the~~reliable ~~full~~operation ~~six-month~~over ~~turnover~~its ofplanned ~~Yallourn~~life. ~~Energy~~This ~~and~~is ~~GPEC~~an ~~which~~area ~~became~~that ~~subsidiaries~~will ofbe ~~the~~subject ~~Group~~to infurther ~~April~~detailed ~~and~~review ~~June~~in ~~2003 respectively~~2005.

~~Under~~The ~~the~~Morwell ~~SoC~~River ~~business~~Diversion project, ~~electricity~~which ~~unit~~will ~~sales~~secure access to ~~local customers~~a ~~increased~~long-term bycoal ~~2.5%~~reserve ~~while~~adjacent ~~total unit sales, which include sales~~ to the ~~Chinese~~existing ~~mainland,~~area ~~increased~~of bycoal ~~1.8%~~extraction, ~~compared~~is tonearing ~~the~~completion ~~same~~and remains ~~period~~on ~~last~~schedule ~~year.~~and Aswithin ~~there~~budget. ~~was~~The noupgrade ~~tariff~~of ~~increase in 2004,~~ the ~~increase~~station’s ininstrumentation ~~SoC~~and ~~revenue~~control bysystems ~~4.7%~~is ~~to HK$11~~progressing,~~870 million~~ ~~(2003:~~although ~~HK$11,333~~issues ~~million)~~have ~~was~~arisen ~~mainly~~concerning ~~due~~the tocost ~~fuel~~of ~~clause~~the ~~adjustment~~project asand athe ~~result~~timetable offor ~~higher~~completion. ~~composite~~These ~~fuel~~are ~~price~~being ~~for the period~~addressed.

~~Turnover~~During ofthe year, prices in the National Electricity Market in Australia remained lower than expected, with some impact on earnings from Yallourn. ~~Energy~~We ~~and~~mitigate ~~GPEC~~market ~~amounted~~price volatility as far as it is prudent to ~~HK$1~~do so by selling around 80% of the plant’s output on a forward contract basis,~~958~~ ~~million~~but ~~(2003:~~the ~~HK$470~~contract ~~million)~~prices will inevitably reflect trends in the pool prices.

~~Table~~The 2004 earnings from Yallourn were also adversely impacted by an accelerated amortisation of ~~Contents~~financing charges in anticipation of re-financing its project loans in 2005.

~~Page~~In 14August 2004, Yallourn Energy obtained certification from the Australian Industrial Relations Commission of a three-year enterprise bargaining agreement to replace the previous three year agreement, which ended in September 2004. The signing of this new agreement with the various labour unions reflected the constructive approach adopted by all parties involved.

~~Group~~Safety ~~Earnings~~

~~Total~~Safety ~~operating~~is ~~earnings~~of ~~were~~utmost ~~HK$4,014~~importance ~~million,~~across ~~which~~the ~~was~~CLP ~~HK$351~~Group. ~~million~~During ~~higher~~2004 ~~than~~good performance continued in our wholly-owned subsidiaries in Australia and India. However the ~~corresponding~~safety performance ~~period~~of ~~last~~our ~~year~~Hong Kong business did not meet our standards. As previously reported, ~~representing~~there were two fatal accidents in February and March 2004. These led to the loss of life of an ~~increase~~employee of 9a CLP contractor at Black Point Power Station and a CLP employee working on an overhead line tower near Tseung Kwan O.~~6%.~~ ~~Total~~In ~~earnings~~addition, ~~which~~ ~~include~~an ~~Hok~~incident Unin ~~redevelopment~~June ~~profit~~at Black Point Power Station injured three CLP employees, ~~increased~~two of them seriously. This level of safety performance is unacceptable. Each accident has been subject to investigation by 11panels comprising representatives of senior management.4% In addition to ~~HK$4~~implementing the specific recommendation of the panels,~~138~~ ~~million~~we are pursuing a range of initiatives to reinforce our safety culture. We are driving hard to achieve an improved safety record throughout 2005 and beyond.

~~The~~Human ~~SoC~~Resources business continues to provide stable earnings growth, with earnings increasing by 9.6% to HK$3,337 million. This resulted from the combined effect of on-going investments in fixed assets to meet new customer demand and to improve quality of services and lower interest borne by shareholders.

~~Non-SoC operating~~On ~~earnings~~31 ~~rose~~December ~~11.4% to HK$791 million~~2004, ~~reflecting improved contribution from our investments in~~ the ~~Asia-Pacific region. Earnings from power projects in the Chinese mainland decreased from HK$516 million to HK$423 million primarily due to~~Group aemployed ~~one-off~~4,633 ~~swap~~staff ~~breakage~~(2003: ~~cost~~4,705), ~~and the write-off~~ of ~~unamortised~~whom ~~financing~~3,873 ~~cost~~were ~~associated~~employed ~~with~~in the ~~refinancing of the Shandong project loans. Our~~ electricity business in ~~the~~Hong ~~Asia-Pacific~~Kong ~~region~~and ~~achieved~~241 anand ~~earnings~~107 ~~growth~~respectively ofby ~~112.6%~~Yallourn toEnergy ~~HK$404~~and ~~million. Contribution mainly came from~~ GPEC ~~with improved collection of receivables~~. ~~The~~Total ~~effect~~remuneration offor ~~increased~~the ~~coal~~year ~~prices~~ended ~~and~~31 ~~low~~December ~~coal~~2004 ~~reserve~~ was ~~not~~HK$2,481 ~~significant~~million in(2003: HK$2,368 ~~the first six months~~million), ~~but~~including ~~may~~retirement ~~intensify~~benefits incosts ~~the~~of ~~second~~HK$199 ~~half~~million of(2003: ~~the~~HK$187 ~~year~~million).

~~Earnings~~Environment ~~per share increased by 11.4% when compared to the corresponding period in 2003. Excluding the Hok Un redevelopment profit, earnings per share increased by 9.6%.~~

The ~~contribution~~Group’s environmental ofperformance ~~each~~in ~~major~~2004 ~~activity~~will tobe presented extensively in our Social and Environmental Report 2004 which will be published alongside our Annual Report. In December 2004 the Group ~~earnings~~published is“Our ~~analysed~~Manifesto ason ~~follows:~~Air Quality and Climate Change”. In the Manifesto we reviewed the measures taken by the Group in recent years with regard to its environmental performance in these respects and committed ourselves to clear and specific actions to improve air emissions generated by the Group’s activities. These included our aim to develop generating capacity from renewable sources such that by 2010 this represents approximately 5% of our existing total generating capacity.

	6 months ended 30 June
	2004				2003				Increase
	HK$M		HK$M		HK$M		HK$M		%
SoC earnings			3,337				3,045		9.6
Non-SoC operating earnings
Sales to Chinese mainland	30				30
Power projects in Chinese mainland	423				516
Power projects in Asia-Pacific region	404				190
Other businesses	(66	)			(26	)
			791				710		11.4
Unallocated net finance costs			(39	)			(33	)
Unallocated Group expenses			(75	)			(59	)
Total operating earnings			4,014				3,663		9.6
Hok Un redevelopment profit			124				51
Group earnings attributable to shareholders			4,138				3,714		11.4
Weighted average number of shares in issue, million shares			2,408.25				2,408.25
Earnings per share, HK$
Including Hok Un redevelopment profit			1.72				1.54		11.4
Excluding Hok Un redevelopment profit			1.67				1.52		9.6

Financial Performance

~~Table~~The financial information set out in this announcement does not constitute the Group’s statutory accounts for the year ended 31 December 2004, but represents an extract from those accounts. The accounting policies used are consistent with those set out in the 2003 Annual Report and comparative figures of ~~Contents~~the corresponding previous year are included. The following financial information has also been agreed by the external auditors, PricewaterhouseCoopers.

~~Page~~Consolidated 15Profit and Loss Account

Significant Investments


	Note	2004 HK$M		2003 HK$M		Increase %

Turnover	1	30,784		28,248		9.0

Expenses
Purchases of electricity		16,055		15,873
Staff expenses		1,284		1,157
Fuel and other operating costs		3,026		2,249
Depreciation		2,529		2,357

		22,894		21,636

Property disposal gain	2	214		—


Operating profit	1	8,104		6,612		22.6
Finance costs		(1,046	)	(688	)
Finance income		63		48
Hok Un redevelopment profit	2	187		291
Share of profits less losses of jointly controlled entities	3	3,181		3,399
Share of profits less losses of associated companies	3	236		102

Profit before taxation		10,725		9,764
Taxation	4	(1,815	)	(1,712	)

Profit after taxation		8,910		8,052		10.7
Transfers under Scheme of Control (SoC)		(296	)	(365	)

Earnings

SoC earnings		6,788		6,281		8.1
Non-SoC operating earnings		1,671		1,600		4.4
Unallocated net finance costs		(61	)	(63	)
Unallocated Group expenses		(157	)	(371	)

Total operating earnings		8,241		7,447		10.7
Hok Un redevelopment profit/property disposal gain	2	373		240

Total earnings	5	8,614		7,687		12.1

Dividends
Interim dividends paid
Ordinary		3,251		2,962
Final dividends proposed
Ordinary		1,758		1,565
Special		361		241

		5,370		4,768

In March 2004, we completed the acquisition of the remaining 8% interest in Yallourn Energy managed by Deutsche Asset Management (Australia) Limited for a consideration of HK$376 million. Yallourn Energy has now become a wholly-owned subsidiary of the Group. In respect of our investment in Anshun II, we made the final share capital contribution of RMB286 million (approximately HK$269 million) in April 2004.


	Note	2004 HK$	2003 HK$	Increase %

Earnings per share	6
Including Hok Un redevelopment profit/property disposal gain		3.58	3.19	12.1
Excluding Hok Un redevelopment profit/property disposal gain		3.42	3.09	10.7

Dividends per share	7
Ordinary dividends
Interim dividends		1.35	1.23
Final dividend		0.73	0.65

		2.08	1.88
Special final dividend		0.15	0.10

Total dividends paid and proposed		2.23	1.98	12.6

~~Fixed~~Notes assets of the Group amounted to HK$54,569 million as at 30 June 2004, comprising mainly the investments in the transmission and distribution network for the core Hong Kong electricity business of HK$40,567 million (December 2003: HK$39,258 million) and in the generating facilities of Yallourn Energy and GPEC of HK$13,830 million (December 2003: HK$14,687 million). During the six-month period, we invested HK$2,637 million (2003: HK$2,392 million), of which HK$2,313 million (2003: HK$2,295 million) was made by CLP Power Hong Kong, in various fixed assets. Capital expenditure by CAPCO for the six months was HK$829 million (2003: HK$599 million).

~~Our~~(1) ~~total~~Turnover ~~assets, which comprise primarily fixed assets~~ and ~~investments~~Segment ~~in jointly controlled entities and associated companies, analysed by principal activities, are as follows:~~ Information

	30 June 2004		31 December 2003
	HK$M	%	HK$M	%
Electricity Business
Hong Kong	48,994	64	46,718	62
Asia-Pacific region	20,163	26	21,254	28
Chinese mainland	6,643	9	6,416	8
	75,800	99	74,388	98
Property and other businesses	841	1	1,444	2
	76,641	100	75,832	100

Turnover represents sales of electricity, other electricity-related revenue, property income, and supply and maintenance service fees. Sales of electricity are based on either actual and accrued consumption derived from meter readings or the amount billed in accordance with the terms of the contractual agreements where applicable during the year. Other revenue is recognised when services are rendered or sales are completed.

~~Capital~~The ~~expenditure~~turnover ~~contracted but not~~and ~~provided~~expenses ~~for~~ in ~~the accounts as at 30 June~~ 2004 ~~amounted~~incorporated tothe ~~HK$2,771~~full ~~million~~year ~~(December~~results ~~2003:~~of ~~HK$2,984~~Yallourn ~~million).~~Energy ~~These contracted amounts are primarily for enhancing our transmission~~ and ~~distribution~~GPEC; ~~systems~~while in ~~Hong~~2003 ~~Kong.~~only ~~The~~the ~~recent~~results ~~hot and humid weather in Hong Kong in late June and early July has triggered significant increases in demand~~ for ~~electricity. On~~ the ~~generation~~period ~~side,~~after ~~the~~each ~~local~~of ~~demand~~them ~~recorded~~became a ~~historical~~subsidiary ~~peak~~ of ~~6,329MW, an increase of 7.7% from last year, whilst load increases of up to 38% were observed in some parts of our supply area. These sharp increases illustrate~~ the ~~importance~~Group ~~of making the necessary investment~~ in ~~our~~April ~~electricity~~and ~~infrastructure~~June in2003 ~~advance~~respectively ofwere ~~demand in order to maintain and enhance supply reliability~~incorporated.

~~Owing~~The ~~primarily~~Group tooperates, ~~continued~~through ~~high~~its ~~capital~~subsidiaries, ~~expenditure~~jointly controlled ~~requirements~~entities and aassociated ~~slightly~~companies, ~~lower~~in ~~than~~three ~~expected~~major ~~revenue~~geographical soregions ~~far~~- ~~this~~Hong ~~year~~Kong, ~~Yallourn Energy forecasts that, in order to meet~~ the ~~debt~~Chinese ~~service~~mainland ~~cover~~and ~~ratios as stipulated in~~ the ~~relevant~~Asia-Pacific ~~loan~~region. ~~agreements,~~Information ~~further contingent equity support of~~ about ~~A$40 million~~the ~~may~~Group’s ~~need~~operations toby begeographical ~~provided~~regions inis ~~the~~as ~~second~~follows: ~~half of 2004.~~

~~Pursuant~~2004 ~~to the Equity Contribution Agreement and its amendment agreement relating to the BLCP power project, we are required to make further equity contributions of US$148 million by 2007.~~

Hong Kong

HK$M

Chinese
Mainland
HK$M

Asia-Pacific
Region

HK$M

Unallocated
Item

HK$M

Total
HK$M

Turnover

26,966

—

3,814

30,784

Segment results

7,198

(181

)

1,244

(157

)

8,104

Hok Un redevelopment profit

187

—

187

Share of profits less losses of jointly controlled entities

1,774

1,194

(A)

213

—

3,181

Share of profits less losses of associated companies

)

—

238

—

236

Profit/(Loss) before financing and taxation

9,157

1,013

1,695

(157

)

11,708

Finance costs

(1,046

)

Finance income

Taxation

(1,815

)

Profit after taxation

8,910

Transfers under SoC

(296

)

Earnings for the year

8,614

Capital expenditure

5,282

528

5,823

Depreciation

1,875

650

2,529

Amortisation of goodwill/negative goodwill and cost of investment

(19

)

—

Impairment charges

—

As at 31 December 2004

Segment assets

44,374

215

18,324

205

63,118

Investments in jointly controlled entities

6,894

6,643

1,461

—

14,998

Investment in an associated company

—

1,640

—

1,640

Tax assets

—

1,043

—

1,043

Consolidated total assets

51,268

6,858

22,468

205

80,799

Segment liabilities

10,731

1,482

12,339

Total borrowings

—

7,503

11,271

18,774

Tax liabilities

5,067

—

420

—

5,487

Consolidated total liabilities

15,798

9,405

11,337

36,600

~~Page~~(A) 16Out of the HK$1,194 million, HK$808 million was attributed to investments in GNPJVC and PSDC, whose generating facilities serve Hong Kong.

~~Liquidity~~2003 ~~and Capital Resources~~

As at 30 June 2004, we had liquid funds of HK$1,265 million (December 2003: HK$787 million), of which 92% (December 2003: 64%) were denominated in foreign currency mainly held by GPEC and Yallourn Energy. The remainder was in Hong Kong dollars.

Hong Kong
HK$M

Chinese
Mainland
HK$M

Asia-Pacific
Region
HK$M

Unallocated
Items
HK$M

Total
HK$M

Turnover

25,935

—

2,310

28,248

Segment results

6,275

(145

)

853

(371

)

6,612

Hok Un redevelopment profit

291

—

291

Share of profits less losses of jointly controlled entities

1,715

1,290

(A)

394

—

3,399

Share of profits less losses of associated companies

(66

)

—

168

—

102

Profit/(Loss) before financing and taxation

8,215

1,145

1,415

(371

)

10,404

Finance costs

(688

)

Finance income

Taxation

(1,712

)

Profit after taxation

8,052

Transfers under SoC

(365

)

Earnings for the year

7,687

Capital expenditure

5,127

464

5,594

Depreciation

1,978

375

2,357

Amortisation of goodwill/negative goodwill and cost of investment

(15

)

—

Impairment charges

—

As at 31 December 2003

Segment assets

41,025

17,351

208

58,600

Investments in jointly controlled entities

6,845

6,400

1,442

—

14,687

Investments in associated companies

—

1,509

—

1,593

Tax assets

—

952

—

952

Consolidated total assets

47,954

6,416

21,254

208

75,832

Segment liabilities

10,232

1,441

11,823

Total borrowings

—

8,051

10,646

18,697

Tax liabilities

4,334

—

344

—

4,678

Consolidated total liabilities

14,566

9,836

10,718

35,198

~~Financing~~(A) ~~facilities~~Out ~~totalling~~of ~~HK$26.3 billion were available to~~ the ~~Group, including~~ HK$~~7.4 billion for Yallourn Energy and GPEC. Of the available facilities~~1,290 ~~HK$19.6 billion had been drawn down~~million, ~~of which~~ HK$~~7.2~~899 ~~billion~~million was byattributed ~~Yallourn Energy and GPEC. Facilities totalling HK$11.0 billion were available~~ to ~~CAPCO,~~investments ofin ~~which~~GNPJVC ~~HK$10.2 billion had been drawn down. The debts of Yallourn Energy~~ and ~~GPEC are without recourse to CLP Holdings. Of these borrowings~~PSDC, ~~HK$5,746~~whose ~~million~~generating ~~and~~facilities ~~HK$539~~serve ~~million~~Hong ~~as at 30 June 2004 are secured by fixed and floating charges over the assets of Yallourn Energy and GPEC respectively~~Kong.

~~Our~~An ~~total~~analysis ~~debt~~of tothe ~~total~~Group’s ~~capital~~turnover, ascontribution atto 30operating ~~June~~profit ~~2004~~and ~~was~~profit ~~32.2%~~before financing and ~~interest~~taxation ~~cover~~for ~~was~~the 9year, ~~times.~~ by principal activities, is as follows:

Financing

Turnover

Operating

Profit/(Loss) (A)

Profit/(Loss) Before
Financing and
Taxation (B)

2004

HK$M

2003
HK$M

2004

HK$M

2003
HK$M

2004

HK$M

2003
HK$M

SoC business

26,773

25,739

7,053

6,311

8,826

8,027

Power projects outside Hong Kong

3,814

2,310

1,063

708

2,708

2,560

Other businesses

193

196

145

(36

)

331

188

Unallocated items

(157

)

(371

)

(157

)

(371)

30,784

28,248

8,104

6,612

11,708

10,404

~~Our~~(A) ~~business~~Operating ~~expansion,~~Profit/(Loss) inis ~~particular,~~stated ~~capital~~before ~~expenditure~~taking ~~programmes~~into byaccount ~~CLP~~the ~~Power~~Group’s ~~Hong~~share ~~Kong~~of ~~and~~profits ~~CAPCO~~less ~~for~~losses ~~our~~of ~~Hong~~jointly ~~Kong~~controlled ~~electricity business,~~entities ~~is funded by bank loans, debt securities~~ and ~~cash~~associated ~~flow from operations~~companies.

We(B) adopt a prudent approach to all our financial arrangements, while at the same time aiming to achieve cost efficient funding. In January 2004, CLP Power Hong Kong issued HK$500 million 4.93% fixed rate notes due 2014 through the Medium Term Note Profit/(~~MTN~~Loss) ~~Programme~~Before ~~set~~Financing upand byTaxation ~~its~~is ~~wholly-owned~~stated ~~subsidiary~~after ~~CLP~~taking ~~Power~~into ~~Hong~~account ~~Kong Financing Limited. Under~~ the ~~MTN~~Group’s ~~Programme,~~share ~~notes~~of inprofits anless ~~aggregate~~losses ~~amount~~ of upjointly tocontrolled ~~US$1.5~~entities ~~billion may be issued~~ and ~~will~~associated ~~be unconditionally and irrevocably guaranteed by CLP Power Hong Kong~~companies. ~~As at 30 June 2004, about HK$3,840 million notes have been issued under the MTN Programme.~~

~~Table~~The following shows the carrying amount of ~~Contents~~segment assets and capital expenditure incurred by business segments:

Page 17


	*Total Assets*		*Capital Expenditure*
	2004 HK$M	2003 HK$M	2004 HK$M	2003 HK$M

SoC business	*44,414*	40,735	*5,278*	5,125
Power projects outside Hong Kong	*18,539*	17,367	*535*	466
Others	*165*	498	10	3

	*63,118*	58,600	*5,823*	5,594

Investments in jointly controlled entities	*14,998*	14,687
Investments in associated companies	*1,640*	1,593
Tax assets	*1,043*	952

Total assets	*80,799*	75,832

~~Debt~~(2) ~~Profile~~During the year, the Group recorded its share of profit arising from the sale of remaining units of Laguna Verde, the former power station site at Hok Un, Kowloon and gain from the sale of a former substation site at Castle Peak Road. A special final dividend has been proposed in respect of such profits.

(3) The ~~charts~~share ~~below~~of ~~show~~profits ~~the~~less ~~type,~~losses ~~interest~~of ~~rate,~~jointly ~~maturity~~controlled entities and ~~currency~~associated ~~profiles~~companies ofis ~~borrowings~~determined based upon the accounts of the respective affiliated companies, after making adjustments to conform with the Group’s ~~and~~significant ~~CAPCO~~accounting atpolicies, 30for ~~June~~the ~~2004~~years ended 31 December.

~~Notes~~(4) The charge for taxation includes profits tax both within and outside Hong Kong on estimated assessable profits, and deferred taxation arising from temporary differences attributable to various differences in accounting treatments and tax regulations. Hong Kong profits tax has been provided at the rate of 17.5% (2003: 17.5%) on the estimated assessable profits. Taxation on profits assessable outside Hong Kong has been provided at the rates prevailing in the respective jurisdictions.

(1) For the Medium Term Note Programme, only the amount (HK$3,840 million) of the Notes issued as at 30 June 2004 was included in the total amount of Available Facility.


	2004 HK$M		2003 HK$M

Company and subsidiaries
- Hong Kong
current	*869*		674
deferred	*399*		343
- outside Hong Kong
current	29		16
deferred	(1	)	108

	*1,296*		1,141

Jointly controlled entities
- Hong Kong
current	*306*		281
deferred	*(41*	)	(37	)
- outside Hong Kong
current	*204*		210
deferred	2		81

	*471*		535

Associated company
- outside Hong Kong
current	30		15
deferred	18		21

	48		36


	*1,815*		1,712

(25) ~~77%~~The contribution of ~~Yallourn~~each ~~Energy~~major ~~and~~activity ~~GPEC’s combined loans are at fixed or swapped~~ to ~~fixed rates. With~~ the ~~consolidation of these two subsidiaries, the percentage of fixed rate loans in CLP~~ Group earnings is ~~53%,~~analysed ~~compared~~as ~~to 39% if borrowings of Yallourn Energy and GPEC were not included.~~follows:

(3) The Australian dollar loans were mainly incurred by Yallourn Energy to refinance its project debts in 2001 and by CLP Holdings to hedge against currency exposure of the Group’s investment in Yallourn Energy.

2004

2003

Increase

HK$M

HK$M

SoC earnings

6,788

6,281

8.1

Non-SoC operating earnings

Sales to Chinese mainland

GNPJVC and PSDC

727

763

Other power projects in Chinese mainland (A)

106

172

Power projects in Asia-Pacific region (B)

824

710

Other businesses

(76

)

(127

)

1,671

1,600

4.4

Unallocated net finance costs

(61

)

(63

)

Unallocated Group expenses

(157

)

(371

)

Total operating earnings

8,241

7,447

10.7

Hok Un redevelopment profit/property disposal gain

373

240

Group earnings attributable to shareholders

8,614

7,687

12.1

(4A) The ~~loans~~earnings from projects in ~~Euros~~Chinese ~~and~~mainland ~~Indian~~have ~~Rupees~~been ~~were~~reduced, ~~drawn~~primarily on Shandong, by ~~GPEC~~the higher coal cost and the write-off of previously capitalised financing charges as a result of the re-financing of the project loans.

~~Credit~~(B) ~~Rating~~The earnings from projects in Asia-Pacific region are also adversely impacted by the higher coal and freight costs and the write-off of financing charges.

~~There~~(6) ~~has~~The ~~been~~2004 noearnings ~~change~~per inshare ~~credit~~figures ~~ratings~~are ofbased ~~CLP~~on ~~Holdings and CLP Power Hong Kong since~~ the ~~upgrade~~number of ~~both~~shares ~~companies’~~in ~~foreign~~issue ~~currency~~of ~~ratings~~2,408,245,900 ~~from A3 to A1 by Moody’s in October~~ (2003: 2,408,245,900). ~~These~~Fully ~~credit~~diluted ~~ratings are~~earnings ~~supported~~per byshare ~~the~~is ~~strong~~not ~~cash~~included ~~flow~~as ~~generating ability and prudent financial structure of~~ the ~~Group.~~Company ~~Our~~did ~~premier~~not ~~credit~~have ~~ratings~~any ~~can~~diluting ~~facilitate~~equity ~~and~~instruments ~~enhance~~as ~~our~~at ~~position~~31 inDecember ~~local~~2004 ~~and~~(2003: ~~overseas business activities, including fund raising, investment and new business opportunities of the Group~~nil).

~~Table~~(7) The first, second and third interim dividends of ~~Contents~~HK$0.45 per share each are based on the existing 2,408,245,900 shares of HK$5.00 each in issue (2003: three interim dividends of HK$0.41 per share each).

~~Page~~Consolidated 18Balance Sheet

The current credit ratings of CLP Holdings and CLP Power Hong Kong are set out below:


	Note	31 December 2004 HK$M		31 December 2003 HK$M

Capital employed

Fixed assets	1	57,748		54,157
Goodwill		(1,022	)	(1,017	)
Investments in jointly controlled entities and associated companies		16,638		16,280
Other non-current assets		1,052		961

		74,416		70,381

Current assets
Bank balances, cash and other liquid funds	2	2,520		787
Trade and other receivables	3	3,564		4,424
Inventories – stores and fuel		299		230
Other current assets		—		10

		6,383		5,451

Current liabilities
Short-term loans and current portion of long-term loans and other borrowings	4	(1,178	)	(1,095	)
Trade and other payables	5	(4,216	)	(3,994	)
Other current liabilities		(4,284	)	(3,816	)

		(9,678	)	(8,905	)

Net current liabilities		(3,295	)	(3,454	)


Total assets less current liabilities		71,121		66,927

Represented by
Shareholders’ funds	6	44,199		40,241
Minority interest		—		393
Long-term loans and other borrowings	4	17,596		17,602
Deferred tax liabilities		5,084		4,614
SoC reserve accounts	7	3,720		3,607
Other non-current liabilities		522		470

		71,121		66,927

CLP Holdings

CLP Power Hong Kong

Hong KongGovernment

S&P

Moody’s

S&P

Moody’s

S&P

Moody’s

Long-term Rating

Foreign currency

A+

Outlook

Stable

Local currency

A+

Aa2

A+

Aa1

AA-

Aa3

Outlook

Stable

Short-term Rating

Foreign currency

A-1

P-1

A-1

P-1

A-1

P-1

Local currency

A-1

—

A-1

—

A-1+

—

Notes:

~~Risk~~(1) ~~Management~~Fixed Assets

The Group uses different derivative instruments to manage its exposure to foreign currency, interest rate risks, and price risks associated with the sales and purchases of electricity in Australia, with an objective to minimise the impact of exchange rate, interest rate and electricity price fluctuations on earnings, reserves and tariff charges to customers. All transactions are made with counter-parties with acceptable credit quality and a limit is assigned to each counter-party for monitoring the credit exposure. Other than certain limited electricity trading activities engaged by Yallourn Energy, all derivative instruments are employed solely for hedging purposes.


	*Land* *and* *Buildings* *HK$M*		*Plant,* *Machinery* *and* *Equipment* *HK$M*		*Total* *HK$M*

Net book value as at 1 January 2004	7,756		46,401		54,157
Additions (A)	764		5,059		5,823
Transfers and disposals	(74	)	(228	)	(302	)
Depreciation charge	(220	)	(2,309	)	(2,529	)
Exchange differences	16		583		599

*Net book value as at 31 December 2004 (B)*	*8,242*		*49,506*		*57,748*

~~Foreign~~(A) ~~Currency~~The ~~Risks~~additions include capital expenditure of HK$5,278 million (2003: HK$5,125 million) for the SoC business by CLP Power Hong Kong.

~~The~~(B) ~~Group’s foreign~~Fixed ~~currency~~assets ~~exposures~~employed ~~mainly~~for ~~arise from~~ the ~~loan~~SoC ~~repayment/interest~~business ~~payment obligations, purchases of goods~~ and ~~services, fuel~~non-~~related~~SoC ~~payments~~business ~~and~~amounted ~~overseas~~to ~~investment~~HK$42,415 ~~activities.~~million ~~During~~(2003: ~~the period~~HK$39,258 ~~CLP~~million) ~~Power~~and ~~Hong~~HK$15,333 ~~Kong~~million ~~continued~~(2003: toHK$14,899 ~~take advantage~~million) ~~of market opportunity to arrange further US dollar forward purchases to hedge its US dollar exposure~~respectively. ~~Apart~~For ~~from~~the ~~using~~non-SoC ~~forward foreign exchange contracts~~business, ~~currency swaps and options to manage the currency exposure~~HK$15,147 wemillion ~~also~~(2003: ~~adopt an approach of financing our investments by borrowings of matching currency~~HK$14,687 ~~where~~million) ~~appropriate,~~was attributed to ~~mitigate~~Yallourn ~~the~~Energy ~~currency~~and ~~risk~~GPEC.

~~Interest~~(2) ~~Rate~~The ~~Risks~~majority of the liquid funds, which was about 95% at 31 December 2004 (2003: 64%), was denominated in foreign currency mainly held by GPEC and Yallourn Energy and deposited with highly-rated international or local banks. The remainder was in Hong Kong dollars. HK$549 million (2003: HK$131 million) of the funds was kept under trust accounts in accordance with the Trust and Retention Account Agreement between GPEC and its lenders for fuel, operating and major maintenance expenses and debt service payments.

~~The~~(3) ~~Group~~Trade ~~utilises interest rate swaps to manage its interest rate risk within a preferred interest rate mix. We closely monitor the market conditions~~ and ~~review~~Other ~~our preferred interest rate mix periodically to ensure an appropriate interest rate mix is adopted and that the Group’s interest rate exposure is minimised.~~ Receivables

Electricity Sales and Purchases Risks


	*2004* *HK$M*	2003 *HK$M*

Trade receivables (ageing analysis is shown below)	*2,376*	3,201
Deposits and prepayments	*986*	1,161
Dividend receivable from jointly controlled entities	*196*	—
Current accounts with jointly controlled entities	6	62

	*3,564*	4,424

~~Yallourn~~The ~~Energy’s~~Group ~~revenue~~has established iscredit ~~predominantly~~policies ~~derived~~for ~~from~~customers ~~the~~in ~~sale~~each of ~~electricity~~its ~~into~~core ~~the~~businesses. ~~Australia’s~~CLP ~~National~~Power ~~Electricity~~Hong ~~Market~~Kong’s ~~(NEM).~~credit ~~Electricity~~policy ~~energy~~in ~~contracts,~~respect ~~including~~of ~~forward~~receivables ~~electricity~~arising ~~pricing~~from ~~contracts,~~its ~~swaps~~principal ~~and options~~electricity ~~contracts,~~business ~~are~~is ~~entered into~~ to ~~help~~allow ~~reduce~~customers ~~the~~to ~~impact~~settle oftheir ~~the~~electricity ~~volatility~~bills within of15 ~~NEM~~to ~~pool~~17 ~~prices~~days onafter ~~earnings~~issue. ~~Yallourn~~Customers’ ~~Energy~~receivable ~~also~~balances ~~engages~~are ingenerally ~~limited~~secured ~~energy~~by ~~trading~~cash ~~activities~~deposits inor ~~accordance~~bank ~~with the approved policy~~guarantees. WeFor ~~have strengthened controls and procedures within~~ Yallourn Energy toand ~~ensure~~GPEC, ~~trading~~the ~~and~~credit ~~marketing~~term ~~activities~~for ~~are~~trade ~~conducted~~receivables ~~within~~ranges afrom ~~clear~~30 ~~and~~to ~~appropriate~~60 ~~framework~~days.

~~Table~~The ageing analysis of ~~Contents~~the trade receivables, after provisions, as at 31 December is as follows:

Page 19


	2004 HK$M	2003 HK$M
Below 30 days	*2,332*	2,011
31-60 days	15	169
61-90 days	7	40
Over 90 days	22	981

	*2,376*	3,201

~~Off-Balance~~Trade ~~Sheet~~and ~~Financial~~other receivables ~~Instruments~~attributed to GPEC and Yallourn Energy amounted to HK$1,610 million (2003: HK$3,153 million). The decrease mainly resulted from improved collection from GPEC’s offtaker, GEB. GPEC has also obtained payment for some of its receivables from GEB through bill discounting with recourse. There is no recourse to the Group beyond GPEC from these arrangements and to date there has been no incident where recourse to GPEC has been necessary.

As(4) atThe 30amount ~~June~~included ~~2004,~~borrowings weof ~~had~~Yallourn ~~gross~~Energy ~~outstanding~~and ~~derivative~~GPEC ~~instruments~~which ~~amounting~~are without recourse to ~~HK$71~~CLP Holdings.1 ~~billion~~Debts of Yallourn Energy (HK$~~75.5~~6,106 ~~billion~~million ~~for~~and ~~the~~HK$6,444 ~~Group~~million as at 31 December 2004 and ~~CAPCO combined~~2003 respectively), ~~out~~and part of ~~which~~GPEC’s debts (HK$~~0.2~~512 ~~billion~~million ~~were~~and ~~energy~~HK$620 ~~trading~~million ~~contracts.~~as Aat ~~breakdown~~31 byDecember ~~type~~2004 and ~~maturity~~2003 ~~profile~~respectively) ofare ~~the~~secured ~~Group’s~~by ~~derivative~~fixed ~~instruments~~and ~~are~~floating ~~shown~~charges inover ~~the~~their ~~charts below:~~ assets.

~~The~~As ~~fair~~at ~~value~~31 ofDecember 2004, the ~~Group’s~~ outstanding ~~derivative~~ ~~instruments~~borrowings ashad ata 30well-balanced spread ~~June~~of ~~2004~~maturities, ~~was~~with at35% ~~deficit~~due ofwithin ~~HK$281~~two ~~million~~years, ~~(HK$376~~32% ~~million~~between ~~deficit~~two ~~for the Group~~ and ~~CAPCO~~five ~~combined)~~years, ~~which~~and ~~represents~~33% ~~the~~after ~~net~~five ~~amount~~years. we59% ~~would~~of ~~pay~~the ifborrowings ~~these contracts~~ were ~~closed~~at ~~out~~fixed oninterest 30rates; ~~June~~and ~~2004.~~59% ~~The~~of ~~deficit~~the ~~was largely~~borrowings ~~caused~~were byeither ~~the~~denominated ~~weakening~~ in ~~the~~or ~~forward~~hedged ~~market~~into ~~for~~Hong ~~the~~Kong USdollars, with ~~dollar~~the ~~against~~remaining HK41% ~~dollar.~~in ~~The~~other ~~fair~~currencies, ~~market~~mainly ~~value~~the ofAustralian ~~Yallourn Energy’s energy trading activities was at surplus of HK$0~~dollar.8 ~~million.~~

~~Contingent~~(5) ~~Liabilities~~Trade and Other Payables

GPEC has obtained payment for some of its receivables from Gujarat Electricity Board (GEB) through bill discounting with recourse. There is no recourse to the Group beyond GPEC from these arrangements and to date there has been no incident where recourse to GPEC has been necessary. The potential effect if these financing arrangements are not settled by GEB as at 30 June 2004 was HK$597 million.


	2004 HK$M	2003 HK$M
Trade payables (ageing analysis is shown below)	*2,064*	1,719
Other payables and accruals	*1,053*	1,152
Current accounts with jointly controlled entities	*1,099*	1,123

	*4,216*	3,994

InThe ~~respect~~ageing analysis of the ~~Shandong~~trade ~~joint~~payables ~~venture,~~as ~~our~~at ~~contingent~~31 ~~obligations in~~December ~~relation~~is toas ~~the~~follows: ~~undertakings given to the project finance lenders effectively lapsed upon refinancing and arrangements are being made to obtain formal release from the lenders.~~


	2004 HK$M	2003 HK$M
Below 30 days	*2,043*	1,671
31-60 days	2	41
61-90 days	4	7
Over 90 days	15	—

	*2,064*	1,719

Page 2024 of 27

~~Condensed~~(6) ~~Consolidated~~Shareholders’ ~~Profit and Loss Account~~ Funds

		(Unaudited) 6 months ended 30 June
	ShareCapitalHK$M	SharePremiumHK$M		CapitalRedemptionReserveHK$M		OtherReservesHK$M		RetainedProfitsHK$M		TotalHK$M
	Note	2004HK$M			2003HK$M
Balance as at 1 January 2003	12,041	1,164		2,482		(63	)	21,264		36,888
Turnover	3	13,922			11,871
Net exchange gains not recognised in the profit and loss account	—	—		—		369		—		369
Expenses
Earnings	—	—		—		—		7,687		7,687
Purchases of electricity	25(A)	7,630			7,112
Dividends paid	—	—		—		—		(4,744	)	(4,744	)
Staff expenses		648			525
Share of other reserves of jointly controlled entities and an associated company	—	—		—		81		(40	)	41
Fuel and other net operating costs		1,470			643
Balance as at 31 December 2003	12,041	1,164		2,482		387		24,167	(A)	40,241
Depreciation		1,242			1,005
Balance as at 1 January 2004	12,041	1,164		2,482		387		24,167		40,241
		10,990			9,285
Net exchange gains not recognised in the profit and loss account	—	—		—		431		—		431
Operating profit	3, 4	2,932			2,586
Earnings	—	—		—		—		8,614		8,614
Finance costs	5	(483	)		(223	)
Dividends paid	—	—		—		—		(5,057	)	(5,057	)
Finance income	5	23			35
Share of other reserves of jointly controlled entities and an associated company	—	—		—		12		(42	)	(30	)
Hok Un redevelopment profit		147			63
Balance as at 31 December 2004	12,041	1,164		2,482		830		27,682	(A)	44,199
Share of profits less losses of jointly controlled entities	6	1,587			1,711
Share of profits less losses of associated companies	6	143			53
Profit before taxation		4,349			4,225
Taxation	7	(792	)		(728	)
Profit after taxation		3,557			3,497
Transfers under Scheme of Control (SoC)	8	581			217
Earnings
SoC earnings (page 40)		3,337			3,045
Non-SoC operating earnings	9	791			710
Unallocated net finance costs		(39	)		(33	)
Unallocated Group expenses		(75	)		(59	)
Total operating earnings		4,014			3,663
Hok Un redevelopment profit		124			51
Total earnings		4,138			3,714
Dividends	10
First interim paid		1,084			987
Second interim		1,084			987
		2,168			1,974
Earnings per share	11
Including Hok Un redevelopment profit		HK$1.72			HK$1.54
Excluding Hok Un redevelopment profit		HK$1.67			HK$1.52

~~Table~~(A) The proposed final dividends and balance of ~~Contents~~retained profits after proposed final dividends were HK$2,119 million (2003: HK$1,806 million) and HK$25,563 million (2003: HK$22,361 million) respectively.

~~Page~~(7) 21The Development Fund, special provision account and rate reduction reserve of CLP Power Hong Kong are collectively referred to as SoC reserve accounts and the respective balances as at 31 December are as follows:

Condensed Consolidated Balance Sheet


	2004 HK$M	2003 HK$M

Development Fund	*3,171*	2,960
Special provision account	—	176
Rate reduction reserve	*549*	471

	*3,720*	3,607

		(Unaudited)30 June		(Audited) 31 December
	Note	2004 HK$M		2003 HK$M
Capital employed
Fixed assets	12	54,569		54,157
Goodwill	13	(958	)	(1,017	)
Investments in jointly controlled entities	14	14,330		14,687
Investments in associated companies	15	1,523		1,593
Investment securities		9		9
Deferred tax assets		870		952
		70,343		70,381
Current assets
Bank balances, cash and other liquid funds	16	1,265		787
Other investments	17	24		10
Inventories – stores and fuel		243		230
Trade and other receivables	18	4,766		4,424
		6,298		5,451
Current liabilities
Customers’ deposits		(2,993	)	(2,878	)
Short-term loans and current portion of long-term loans and other borrowings	20	(2,328	)	(1,095	)
Fuel clause account		(748	)	(874	)
Taxation payable		(274	)	(64	)
Trade and other payables	19	(3,341	)	(3,994	)
		(9,684	)	(8,905	)
Net current liabilities		(3,386	)	(3,454	)
Total assets less current liabilities		66,957		66,927
Represented by
Share capital	21	12,041		12,041
Share premium		1,164		1,164
Reserves		27,114		25,230
Proposed dividends		1,084		1,806
Shareholders’ funds		41,403		40,241
Minority interest		—		393
Long-term loans and other borrowings	20	17,309		17,602
Deferred tax liabilities		4,826		4,614
SoC reserve accounts	8	2,940		3,607
Other non-current liabilities		479		470
		66,957		66,927

Recently Issued Accounting Standards

~~/s/W.~~The E.Hong ~~Mocatta~~Kong ~~/s/~~Institute ~~Andrew~~of ~~Brandler~~Certified ~~/s/~~Public ~~Peter~~Accountants P.has issued W.a ~~Tse~~number W.of E.new ~~Mocatta~~and ~~Vice~~revised ~~Chairman~~Hong ~~Andrew~~Kong ~~Brandler~~Financial ~~Group~~Reporting ~~Managing~~Standards ~~Director~~and &Hong ~~Chief~~Kong ~~Executive~~Accounting ~~Officer~~Standards ~~Peter~~(new P.HKFRSs) Wthat are effective for accounting periods beginning on or after 1 January 2005. ~~Tse~~Initial assessment has indicated that the adoption of the new HKFRSs in 2005 would not have a significant impact on the Group’s ~~Executive~~results ~~Director~~of &operations ~~Chief~~and ~~Financial~~financial ~~Officer~~position.

~~Hong Kong,~~The 4Group ~~August~~will ~~2004~~be continuing with the assessment of the impact of the new HKFRSs and other significant changes may be identified as a result.

~~Table~~SUPPLEMENTARY ofINFORMATION ~~Contents~~ON TREASURY ACTIVITIES

~~Page~~Our 22business expansion, in particular, capital expenditure programmes by CLP Power Hong Kong and CAPCO for our Hong Kong electricity business, is funded by bank loans, debt securities and cash flow from operations.

Financing facilities totalling HK$27.2 billion were available to the Group, including HK$7.8 billion for Yallourn Energy and GPEC. Of the available facilities, HK$18.8 billion had been drawn down, of which HK$7.5 billion was by Yallourn ~~Condensed~~Energy ~~Consolidated~~and ~~Statement~~GPEC. Facilities totalling HK$10.1 billion were available to CAPCO of ~~Changes~~which inHK$9.6 ~~Equity~~billion had been drawn down.

~~(Unaudited)~~Our total debt to total capital as at 31 December 2004 was 29.8% and interest cover was 11 times.

	Share CapitalHK$M	Share PremiumHK$M	CapitalRedemptionReserveHK$M	Other ReservesHK$M		RetainedProfitsHK$M		Total HK$M
Balance as at 1 January 2004	12,041	1,164	2,482	387		24,167		40,241
Exchange differences arising on translation of:
subsidiary companies	—	—	—	(341	)	—		(341	)
jointly controlled entities	—	—	—	49		—		49
associated company	—	—	—	(49	)	—		(49	)
designated hedges	—	—	—	279	(a)	—		279
Net losses not recognised in the profit and loss account	—	—	—	(62	)	—		(62	)
Earnings for the period	—	—	—	—		4,138		4,138
Dividends
2003 finals	—	—	—	—		(1,806	)	(1,806	)
2004 interim	—	—	—	—		(1,084	)	(1,084	)
Share of other reserves of
jointly controlled entities	—	—	—	20		(19	)	1
associated company	—	—	—	(25	)	—		(25	)
Balance as at 30 June 2004	12,041	1,164	2,482	320		25,396	(b)	41,403
Company and subsidiary companies	12,041	1,164	2,482	238		21,943		37,868
Jointly controlled entities	—	—	—	62		2,956		3,018
Associated company	—	—	—	20		497		517
Balance as at 30 June 2004	12,041	1,164	2,482	320		25,396		41,403
Balance as at 1 January 2003	12,041	1,164	2,482	(63	)	21,264		36,888
Exchange differences arising on translation of:
subsidiary companies	—	—	—	621		—		621
jointly controlled entities	—	—	—	(96	)	—		(96	)
associated company	—	—	—	33		—		33
designated hedges	—	—	—	(383	)(a)	—		(383	)
Net gains not recognised in the profit and loss account	—	—	—	175		—		175
Earnings for the period	—	—	—	—		3,714		3,714
Dividends
2002 finals	—	—	—	—		(1,782	)	(1,782	)
2003 interim	—	—	—	—		(987	)	(987	)
Share of other reserves of
jointly controlled entities	—	—	—	22		(22	)	—
associated company	—	—	—	12		—		12
Balance as at 30 June 2003	12,041	1,164	2,482	146		22,187	(c)	38,020
Company and subsidiary companies	12,041	1,164	2,482	107		18,388		34,182
Jointly controlled entities	—	—	—	23		3,503		3,526
Associated companies	—	—	—	16		296		312
Balance as at 30 June 2003	12,041	1,164	2,482	146		22,187		38,020

The Group adopts a prudent approach to all financial arrangements, while at the same time aiming to achieve cost-efficient funding. In January and November 2004, CLP Power Hong Kong issued two tranches of fixed rate notes due 2014 of HK$500 million each, with coupon rates at 4.93% and 4.28% respectively, through the Medium Term Note (MTN) Programme set up by its wholly-owned subsidiary CLP Power Hong Kong Financing Limited. Under the MTN Programme, notes in an aggregate amount of up to US$1.5 billion may be issued and will be unconditionally and irrevocably guaranteed by CLP Power Hong Kong. As at 31 December 2004, about HK$4,340 million notes have been issued under the MTN Programme. In January 2005, CLP Power Hong Kong took advantage of low fixed rate of interest and issued another tranche of HK$500 million fixed rate notes due 2015 with coupon rate at 4.35%.

~~Notes:~~The Group’s foreign currency exposures mainly arise from the loan repayment / interest payment obligations, purchases of goods and services, fuel-related payments and overseas investment activities. As at 31 December 2004, the notional amount of the forward foreign exchange contracts and currency swaps used to hedge the foreign currency exposure amounted to HK$49.6 billion.

~~(a)~~CORPORATE GOVERNANCE Included a net gain of HK$150 million (2003: a net loss of HK$333 million) arising from designated hedges using foreign currency borrowings and a net gain of HK$129 million (2003: a net loss of HK$50 million) using forward contracts.

~~(b)~~ The ~~proposed~~Audit ~~interim~~Committee ~~dividend~~has asreviewed atthe 30accounting ~~June~~principles ~~2004~~and practices adopted by the Group and ~~balance~~the ofaccounts ~~retained~~for ~~profits~~the ~~after~~year ended 31 December 2004. All of the ~~proposed~~Audit ~~interim~~Committee ~~dividend~~members ~~were~~are ~~HK$1~~appointed from the Independent Non-executive Directors,~~084~~ ~~million~~with the Chairman having appropriate professional qualifications and experience ~~HK$24,312~~in ~~million~~financial ~~respectively~~matters.

~~(c)~~ The ~~proposed~~Company ~~interim~~has ~~dividend~~complied aswith atthe 30Code ~~June~~of Best ~~2003~~Practice ~~and~~contained ~~balance~~in Appendix 14 of ~~retained~~the ~~profits~~Rules ~~after~~Governing the ~~proposed~~Listing ~~interim~~of ~~dividend~~Securities ~~were~~on ~~HK$987~~The ~~million~~Stock ~~and~~Exchange ~~HK$21,200~~of ~~million~~Hong ~~respectively~~Kong Limited (Listing Rules) throughout the year.

~~Table~~On 28 February 2005 the Company adopted a “CLP Code on Corporate Governance”. This will be issued to shareholders with our Annual Report and set out on our website. This Code incorporates all of ~~Contents~~the Code Provisions and Recommended Best Practices in the “Code on Corporate Governance Practices and Corporate Governance Report” issued by the Stock Exchange of Hong Kong (the Exchange) save for the few exceptions which will be specified and explained in our Corporate Governance Report, as part of our Annual Report.

~~Page~~Since 231989, the Company has adopted its own Code for Securities Transactions by Directors (CLP Code), which is largely based on the Model Code set out in Appendix 10 of the Listing Rules. The CLP Code also applies to other “Specified Individuals” such as members of the CLP Group’s senior management. The CLP Code has been updated from time to time to reflect new regulatory requirements as well as CLP Holdings’ strengthened regime of disclosure of interests in its securities.

~~Condensed~~The ~~Consolidated~~current ~~Cash~~CLP ~~Flow~~Code ~~Statement~~is on terms no less exacting than the required standard set out in the Model Code.

		(Unaudited) 6 months ended 30 June
		2004				2003
	Note	HK$M		HK$M		HK$M		HK$M
Operating activities
Net cash inflow from operations	22	3,826				3,046
Operating interest paid		(405	)			(197	)
Interest received		19				23
Profits tax paid		(139	)			(203	)
Net cash inflow from operating activities				3,301				2,669
Investing activities
Capital expenditure		(2,825	)			(2,524	)
Capitalised interest paid		(150	)			(139	)
Proceeds from disposal of fixed assets		10				3
Proceeds from disposal of other investments		31				—
Net cash outflow for acquisition of subsidiaries		(376	)			(354	)
Net cash inflow/(outflow) on settlement of forward contracts for investment hedging		86				(246	)
Investments in and advances to jointly controlled entities		(220	)			(110	)
Purchase of investment securities		—				(438	)
Proceeds from realisation of employee retirement benefit plan assets		—				1,155
Dividends received from investments
- jointly controlled entities		1,416				1,183
- associated company		30				27
- other investments		—				34
Profit received from Hok Un joint venture		439				168
Net cash outflow from investing activities				(1,559	)			(1,241	)
Net cash inflow before financing activities				1,742				1,428
Financing activities
Proceeds from long-term borrowings		2,200				1,500
Repayment of long-term borrowings		(1,692	)			(855	)
Increase in short-term borrowings		1,127				738
Dividends paid		(2,890	)			(2,769	)
Net cash outflow from financing activities				(1,255	)			(1,386	)
Increase in cash and cash equivalents				487				42
Cash and cash equivalents at beginning of the period				787				516
Effect of exchange rate changes				(9	)			14
Cash and cash equivalents at end of the period				1,265				572
Analysis of balances of cash and cash equivalents
Short-term investments				46				11
Deposits with banks				742				491
Cash at banks and on hand				477				70
				1,265				572

Save as follows, all Directors have confirmed, following specific enquiry by the Company, that they have complied with the required standard set out in the Model Code and CLP Code throughout the period from 1 January to 31 December 2004. In December, The Hon. Michael D. Kadoorie, Mr. R. J. McAulay, Mr. J. A. H. Leigh and Mr. I. D. Boyce advised the Company that due to an oversight, a number of filings required under the Securities and Futures Ordinance and related notifications to the Company were not made within the prescribed time limits. These filings primarily related to a complex trust restructuring, during the course of which no outside consideration was involved and the overall number of CLP shares held by Kadoorie Family interests and their associated individuals or entities remained the same.

~~Table~~As soon as the Directors became aware of ~~Contents~~this oversight, they brought the matter to the attention of the Company, the Exchange and the Securities and Futures Commission. The relevant filings were made with the Exchange and the Company. These were then placed on the Exchange’s website (www.hkex.com.hk) and in the Company’s Registers of Interests of Directors and of Substantial Shareholders.

~~Page~~PURCHASE, 24SALE OR REDEMPTION OF THE COMPANY’S LISTED SHARES

There was no purchase, sale or redemption of ~~Notes~~the toCompany’s listed shares by the ~~Condensed~~Company ~~Interim~~or ~~Accounts~~any of its subsidiaries during the year ended 31 December 2004.

1.FINAL ~~Basis~~DIVIDENDS ~~of Preparation and Accounting Policies~~

The ~~unaudited~~final ~~condensed~~dividend ~~consolidated~~of ~~interim~~HK$0.73 ~~accounts~~per ~~are~~share ~~prepared~~and inthe ~~accordance~~special ~~with~~final ~~the~~dividend ~~Statement~~(out of ~~Standard~~property ~~Accounting~~profits) ~~Practice~~of HK$0.15 per share (~~SSAP)~~2003: ~~No.~~ordinary ~~25 “Interim~~final ~~Financial~~dividend ~~Reporting”~~of ~~issued~~HK$0.65 byper ~~the~~share ~~Hong~~and ~~Kong~~special ~~Society~~final dividend of ~~Accountants~~HK$0.10 ~~The~~per share) ~~accounting~~will ~~policies~~be ~~used~~payable inon ~~the~~all ~~preparation~~shares of ~~these~~HK$5.00 ~~condensed~~each ~~accounts~~in ~~are~~issue ~~consistent~~as ~~with~~at ~~those~~18 ~~set~~April ~~out~~2005 after deducting any shares repurchased and cancelled up to 18 April 2005. As at 31 December 2004, 2,408,245,900 shares of HK$5.00 each were in issue. If approved, the final ~~2003~~dividend ~~Annual~~and ~~Report~~the special final dividend totalling HK$0.88 per share will be payable on 29 April 2005 to shareholders registered as at 28 April 2005.

~~During~~The ~~the~~Register ~~2003~~of ~~Scheme~~Shareholders ofwill ~~Control~~be ~~(SoC)~~closed ~~Interim~~from ~~Review~~19 April 2005 to 28 April 2005, ~~agreement~~both ~~was~~days ~~reached~~inclusive. To rank for the final dividend and special final dividend, all transfers should be lodged with the Company’s Registrars, Computershare Hong Kong ~~Government~~Investor toServices ~~extend~~Limited, ~~the~~17th ~~useful~~Floor, ~~life~~Hopewell ofCentre, ~~the~~183 ~~following~~Queen’s ~~fixed~~Road ~~assets~~East, ~~employed~~Hong Kong, for ~~the~~registration ~~SoC~~not ~~business~~later than 4:00 p.m. on Monday, 18 April 2005.

	Original Life	Revised Life
Buildings	33 years	35 years
Cable tunnels	33 years	100 years
Switchgear and transformers	25 years	35 years
Meters	10 years	15 years
Leasehold land	not depreciable	unexpired termsof the leases

By Order of the Board

~~The~~Peter ~~net book value of the above assets as at 31 December 2003 are being written off uniformly over the remainder of their extended useful lives~~W. Greenwood

~~The~~Director ~~net~~& ~~decrease~~Company inSecretary ~~depreciation charge as a result of the above changes for the six months ended 30 June 2004 was approximately HK$110 million.~~

2.Hong ~~Acquisition~~Kong, of28 ~~Remaining~~February ~~Shareholding~~2005 ~~in Yallourn Energy~~

InThe ~~March~~Company’s ~~2004,~~Annual ~~the~~Report ~~Group~~containing ~~completed~~ the ~~acquisition~~Directors’ ofReport ~~the~~and ~~remaining~~Accounts 8%for ~~interest in Yallourn Energy Pty Limited (Yallourn Energy) managed by Deutsche Asset Management (Australia) Limited. Following completion,~~ the ~~Group~~year ~~owns~~ended ~~100% of Yallourn Energy, the owner-operator of a 1,480MW coal-fired power station and a coal mine in Victoria, Australia.~~

~~The~~31 ~~total~~December ~~cost~~2004 ofwill ~~acquisition was HK$376 million. The fair value of the net assets acquired was HK$397 million, resulting in negative goodwill of HK$21 million to~~ be ~~amortised~~published on ~~a straight-line basis over~~ the ~~remaining~~Company’s ~~plant~~website ~~life~~at ofwww.clpgroup.com 28and ~~years.~~the

~~Table~~website of ~~Contents~~the Stock Exchange of Hong Kong on 14 March 2005. The Annual Report, the CLP

~~Page~~Group 25Social and Environmental Report, the Notice of Annual General Meeting (to be held on 28

3.April ~~Turnover~~2005) and ~~Segment~~the ~~Information~~CLP Code on Corporate Governance will be despatched to shareholders on

Anor ~~analysis~~about of31 ~~the~~March ~~Group’s~~2005. ~~turnover,~~All ~~contribution~~of tothese ~~operating~~will ~~profit~~be ~~and~~made ~~profit~~available ~~before~~on ~~financing and taxation for~~ the ~~period, by principal~~ ~~activities,~~Company’s iswebsite. ~~as follows:~~

6 months ended 30 June	Turnover		OperatingProfit/(Loss) (A)		Profit/(Loss) Before Financing and Taxation (B)
	2004HK$M	2003HK$M	2004HK$M	2003HK$M	2004HK$M	2003 HK$M
SoC business	11,870	11,333	2,542	2,609	3,420	3,436
Power projects outside Hong Kong	1,966	470	526	47	1,380	995
Other businesses	86	68	(61)	(11)	84	41
Unallocated Group expenses	—	—	(75)	(59)	(75)	(59)
	13,922	11,871	2,932	2,586	4,809	4,413

Non-executive Directors: Dr. The Hon. Michael D. Kadoorie, Mr. W. E. Mocatta, Mr. J. S. Dickson Leach, Mr. R. J. McAulay, Mr. J. A. H. Leigh, Mr. R. Bischof, Mr. I. D. Boyce and Mr. P. C. Tan.

~~(A)~~Independent ~~Operating~~Non-executive ~~Profit/(Loss)~~Directors: isThe ~~stated~~Hon. ~~before~~Sir ~~taking~~S. ~~into~~Y. ~~account~~Chung, ~~the~~Dr. ~~Group’s~~William ~~share~~K. ofFung, ~~profits~~Mr. ~~less~~V. ~~losses~~F. ofMoore, ~~jointly~~Mr. ~~controlled~~Hansen ~~entities~~C. H. Loh and ~~associated~~Mr. ~~companies~~Paul M. L. Kan.

~~(B)~~Executive ~~Profit/(Loss)~~Directors: ~~Before~~Mr. ~~Financing~~Andrew ~~and~~Brandler, ~~Taxation~~Mr. isPeter ~~stated~~P. ~~after~~W. ~~taking~~Tse, ~~into~~Mr. ~~account~~Peter ~~the~~W. ~~Group’s~~Greenwood and ~~share~~Dr. ofY. ~~profits~~B. ~~less losses of jointly controlled entities and associated companies~~Lee.

~~Table~~Exhibit of2 ~~Contents~~

LOGO

~~Page~~The 26Company wishes to announce that CLP Energy, a wholly-owned Australian subsidiary of CLP Power Asia, is in advanced discussions to acquire the merchant energy business division of SPI Australia Group, a wholly-owned subsidiary of Singapore Power.

3.The ~~Turnover~~Proposed Acquisition is subject to verification of certain confidential documentation and ~~Segment~~the ~~Information~~execution ~~(continued)~~of a share sale agreement. Following execution of the share sale agreement, it is anticipated that the Proposed Acquisition will constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A further announcement will be made by the Company when the share sale agreement in relation to the Proposed Acquisition is entered into.

The ~~Group~~Company ~~operates,~~wishes ~~through~~to ~~its~~announce ~~subsidiary~~that ~~companies~~CLP Energy, ~~jointly~~a ~~controlled~~wholly-owned ~~entities~~Australian ~~and~~subsidiary ~~associated~~of ~~companies~~CLP Power Asia, is in ~~three~~advanced ~~major~~discussions ~~geographical~~to ~~regions~~acquire -Singapore ~~Hong~~Power’s ~~Kong,~~Australian ~~the~~merchant ~~Chinese~~energy ~~mainland and the Asia-Pacific region~~business. ~~Information~~Singapore ~~about~~Power ~~the~~is ~~Group’s~~not ~~operations~~a byconnected ~~geographical~~person ~~regions~~of isthe asCompany. ~~follows:~~

6 months ended 30 June 2004	Hong KongHK$M	ChineseMainlandHK$M	Asia-PacificRegion HK$M	UnallocatedItems HK$M	TotalHK$M
Turnover	11,956	—	1,966	—	13,922
Segment results	2,481	(98)	624	(75)	2,932
Hok Un redevelopment profit	147	—	—	—	147
Share of profits less losses of jointly controlled entities	878	610(a)	99	—	1,587
Share of profits less losses of associated companies	(2)	—	145	—	143
Profit/(Loss) before financing and taxation	3,504	512	868	(75)	4,809
Finance costs					(483)
Finance income					23
Taxation					(792)
Profit after taxation					3,557
Transfers under SoC					581
Earnings for the period					4,138
6 months ended 30 June 2003	Hong KongHK$M	ChineseMainlandHK$M	Asia-PacificRegionHK$M	UnallocatedItems HK$M	Total HK$M
Turnover	11,401	—	470	—	11,871
Segment results	2,598	(54)	101	(59)	2,586
Hok Un redevelopment profit	63	—	—	—	63
Share of profits less losses of jointly controlled entities	825	661(a)	225	—	1,711
Share of profits less losses of associated companies	(9)	—	62	—	53
Profit/(Loss) before financing and taxation	3,477	607	388	(59)	4,413
Finance costs					(223)
Finance income					35
Taxation					(728)
Profit after taxation					3,497
Transfers under SoC					217
Earnings for the period					3,714

EB is the fifth largest energy retailer in Australia and sells gas and electricity to over 1.1 million customers across Victoria, New South Wales, South Australia and Queensland. EB also owns the 1,280 MW Torrens Island gas-fired power station in South Australia, a long term hedge contract for up to 966 MW, a gas storage facility and a 33% interest in SEAGas, a 685 kilometre natural gas transmission pipeline between Victoria and South Australia. It is noted that the ownership interest in the SEAGas Pipeline is subject to pre-emptive rights by its other shareholders; however, the EB will retain certain rights to the pipeline’s capacity.

~~Note~~Combining ~~(a):~~EB ~~Out~~with ofCLP ~~the~~Power ~~HK$610~~Asia’s ~~million~~existing ~~(2003: HK$661 million)~~1,480 ~~HK$427~~MW ~~million~~power ~~(2003:~~station, ~~HK$388~~Yallourn ~~million)~~Energy, ~~was~~will ~~attributed~~create toa ~~investments~~diversified inenergy ~~Guangdong~~business combining ~~Nuclear~~both ~~Power~~retail ~~Joint Venture Company, Limited~~ and ~~Hong Kong Pumped Storage Development Company~~generation, ~~Limited,~~well ~~whose~~positioned ~~generating~~for ~~facilities~~growth ~~serve~~in ~~Hong Kong~~Australia.

~~Table~~Subject to satisfactory review of ~~Contents~~certain confidential documentation to be provided by Singapore Power, it is expected that a share sale agreement will be entered into by the parties shortly. Closing of the Proposed Acquisition will proceed following satisfaction of conditions precedent.

~~Page~~Following 27execution of the share sale agreement, it is anticipated that the Proposed Acquisition will constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A further announcement will be made by the Company when the share sale agreement in relation to the Proposed Acquisition is entered into.

4CLP Power Asia is a member of the CLP Group. ~~Operating~~The ~~Profit~~CLP Group owns and operates a vertically integrated electricity generation, transmission and distribution business in Hong Kong, and invests, primarily through CLP Power Asia, in the power sector in the Chinese mainland, Taiwan, Australia, India, and Thailand.

	6 months ended 30 June
	2004 HK$M	2003 HK$M
Operating profit is stated after charging/(crediting) the following:
Charging
Staff costs (A)
Salaries and other costs	777	687
Retirement benefits costs	69	54
Loss on disposal of fixed assets	83	44
Unrealised loss on other investments	33	12
Crediting
Other net exchange gains	(10)	(13)
Net rental income from properties	(7)	(8)
Gain on realisation of retirement benefit plan asset	—	(17)
Amortisation of goodwill and negative goodwill	(23)	(6)

Terms used in this announcement shall have the following meanings:

(A) Staff costs include amounts recharged to jointly controlled entities for services provided.


“CLP Energy”		CLP Power Australia Energy Holdings Pty Limited, a wholly-owned subsidiary of CLP Power Asia

“CLP Power Asia”		CLP Power Asia Limited, a wholly-owned subsidiary of the Company

“Company”		CLP Holdings Limited, a company incorporated in Hong Kong with limited liability and whose shares are listed on the Stock Exchange (Stock code: 002)

“EB”		SPI Australia Group’s Australian merchant energy business

“CLP Group”		the Company and its subsidiaries

“Listing Rules”		Rules Governing the Listing of Securities on the Stock Exchange

“Proposed Acquisition”		the proposed acquisition by CLP Energy of the EB from Singapore Power

“SEAGas Pipeline”		a 685 kilometre natural gas transmission pipeline between Victoria and South Australia

“Singapore Power”		Singapore Power Limited

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

5By Order of the Board Peter W. ~~Finance~~Greenwood ~~Costs~~Director ~~and~~& ~~Income~~Company Secretary

	6 months ended 30 June
	2004HK$M	2003 HK$M
Finance costs:
Interest expenses on bank loans and overdrafts	373	177
Interest expenses on other borrowings
wholly repayable within five years	82	82
not wholly repayable within five years	73	46
Interest expenses on customers’ deposits and others	20	13
Finance charges	14	13
Exchange losses	62	12
	624	343
Less: amount capitalised	(141)	(120)
	483	223
Finance income:
Net interest income from investment securities	—	20
Interest income on short-term investments and bank deposits	23	15
	23	35

Hong Kong, 3 March 2005

~~Table~~CLP ofHoldings ~~Contents~~Limited

~~Page~~(incorporated 28in Hong Kong with limited liability)

6.(Stock ~~Share~~Code: of002) ~~Results of Affiliated Companies~~

Non-executive Directors: Dr. The ~~share~~Hon. ofMichael ~~profits~~D. ~~less~~Kadoorie, ~~losses~~Mr. ofW. ~~jointly~~E. ~~controlled~~Mocatta, ~~entities~~Mr. ~~and~~J. ~~associated~~S. ~~companies~~Dickson isLeach, ~~determined~~Mr. ~~based~~R. ~~upon~~J. ~~the~~McAulay, ~~management~~Mr. ~~accounts~~J. ofA. ~~the respective~~H. ~~affiliated~~Leigh, ~~companies~~Mr. R. Bischof, ~~after~~Mr. ~~making~~I. ~~adjustments~~D. toBoyce, ~~conform~~Mr. ~~with~~P. ~~the~~C. ~~Group’s~~Tan ~~significant~~Independent ~~accounting~~Non-executive ~~policies~~Directors: The Hon. Sir S. Y. Chung, ~~for~~Dr. ~~the~~William ~~periods~~K. ~~ended~~Fung, 30Mr. ~~June~~V. F. Moore, Mr. Hansen C. H. Loh, Mr. Paul M. L. Kan Executive Directors: Mr. Andrew Brandler, Mr. Peter P. W. Tse, Mr. Peter W. Greenwood, Dr. Y. B. Lee

7.Exhibit ~~Taxation~~3

LOGO

	6 months ended 30 June
	2004 HK$M		2003 HK$M
Taxation in the condensed consolidated profit and loss account represents:
Company and subsidiary companies
- Hong Kong
current	333		247
deferred	165		163
- outside Hong Kong
current	15		4
deferred	59		20
	572		434
Jointly controlled entities
- Hong Kong
current	144		143
deferred	(44	)	(16	)
- outside Hong Kong
current	110		125
deferred	(17	)	30
	193		282
Associated company
- outside Hong Kong
current	10		1
deferred	17		11
	27		12
	792		728

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

~~Hong~~Further ~~Kong profits~~to ~~tax~~the ~~has~~Company’s ~~been~~announcement ~~provided~~dated at3 March 2005, the ~~rate~~Company ofis ~~17.5%~~pleased ~~(2003:~~to ~~17.5%)~~announce that on 7 March 2005, the ~~estimated~~Company, ~~assessable~~its wholly-owned ~~profits~~Australian ~~for~~subsidiary CLP Energy, and the ~~period.~~Vendor ~~Taxation~~have onsigned ~~profits~~the ~~assessable~~Share ~~outside~~Sale ~~Hong~~Agreement ~~Kong~~in ~~has~~relation ~~been~~to ~~provided~~the atacquisition of the ~~rates~~merchant ~~prevailing~~energy inbusiness ~~the~~division ~~respective~~of ~~jurisdictions~~SPI Australia Group, a wholly-owned subsidiary of Singapore Power.

~~Table~~Under the Share Sale Agreement, the Vendor will transfer all the issued shares of ~~Contents~~SPI E&G and procure the transfer of all the issued shares of SPI Pipelines to CLP Energy. The Consideration for the Acquisition is A$2,128 million (HK$12,981 million), subject to the SEAGas Adjustment and any adjustment to reflect any increase or decrease in the working capital of SPI E&G as at completion.

~~Page~~The 29Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A circular containing further information on the Acquisition will be sent to shareholders as soon as practicable.

8.INTRODUCTION ~~Transfers under Scheme of Control~~

~~The~~Further ~~financial~~to ~~operations~~the ofCompany’s ~~CLP~~announcement ~~Power~~dated ~~Hong~~3 ~~Kong~~March ~~are~~2005, ~~governed~~the byCompany ~~the~~is ~~SoC~~pleased ~~Agreement.~~to Inannounce ~~accordance~~that ~~with~~on 7 March 2005, the ~~Agreement~~Company, ~~transfers~~its ~~required~~wholly-owned ~~under~~Australian subsidiary CLP Energy, and the ~~SoC~~Vendor ~~are~~have signed the ~~shown~~Share ~~below:~~Sale Agreement in relation to the Acquisition.

	6 months ended 30 June
	2004		2003
	HK$M		HK$M
Transfers under SoC
From Development Fund	597		263
From special provision account	96		102
To rate reduction reserve	(112	)	(148	)
	581		217

SHARE SALE AGREEMENT

~~The~~Date Development Fund, special provision account and rate reduction reserve of CLP Power Hong Kong are collectively referred to as SoC reserve accounts in the condensed consolidated balance sheet and the respective balances at the end of the period/year are:

	30 June 2004 HK$M	31 December 2003 HK$M
SoC reserve accounts
Development Fund (A)	2,355	2,960
Special provision account (B)	80	176
Rate reduction reserve (C)	505	471
	2,940	3,607

7 March 2005

~~Table~~Parties ~~of Contents~~

~~Page~~The 30Company, CLP Energy and the Vendor

8.Acquisition ~~Transfers under Scheme of Control (continued)~~

~~Movements~~Under the Share Sale Agreement, the Vendor will transfer all the issued shares of SPI E&G and procure the transfer of all the issued shares of SPI Pipelines, in each case free from all third party interests, to CLP Energy. The Company will guarantee the ~~SoC~~obligations ~~reserve~~of ~~accounts~~CLP ~~are~~Energy asunder ~~follows:~~the Share Sale Agreement.

	30 June2004 HK$M		31 December2003 HK$M
(A) Development Fund
At beginning of period/year	2,960		3,372
Transfer (to)/from profit and loss account	(597	)	572
One-off rebates	8		(308	)
Business relief rebate	(1	)	(42	)
Special rebate to customers	(15	)	(634	)
At end of period/year	2,355		2,960
(B) Special provision account
At beginning of period/year	176		670
Transfer to profit and loss account	(96	)	(494	)
At end of period/year	80		176
(C) Rate reduction reserve
At beginning of period/year	471		458
Transfer from profit and loss account	112		287
One-off rebates	2		(101	)
Rebate to customers (note a)	(80	)	(173	)
At end of period/year	505		471

Prior to completion, SPI E&G will carry out a reorganisation to ensure that its group of companies consist solely of the EB and that all non-EB businesses are segregated and transferred out of SPI E&G group of companies.

~~Note~~SPI (Pipelines owns a): A33% ~~rebate~~interest ofin ~~HK¢0~~SEAGas.6 ~~per~~The ~~unit~~Vendor has the option, at any time no later than the fifth business day prior to completion, to exclude all (~~2003:~~but ~~HK¢0.6~~not ~~per~~part ~~unit~~of) ~~was~~the ~~made~~shares toin ~~customers~~SPI ~~during~~Pipelines from the ~~period~~Acquisition if the other shareholders of SEAGas exercise their pre-emptive rights over the shares in SEAGas affected by the Acquisition.

~~Table~~If the Vendor exercises such option, the Company does not currently expect that the exclusion of ~~Contents~~SPI Pipelines from the Acquisition will result in any material financial or operational impact on the remainder of the EB. If the Vendor exercises such option, the Company will make a further announcement to inform shareholders.

~~Page~~Consideration 31

9The Consideration for the Acquisition is A$2,128 million (HK$12,981 million), subject to (a) the SEAGas Adjustment; and (b) any adjustment to reflect any increase or decrease in the working capital of SPI E&G as at completion. ~~Non-SoC~~The ~~Operating~~Consideration ~~Earnings~~is payable in cash at completion.

	6 months ended 30 June
	2004HK$M		2003 HK$M
Income from power projects outside Hong Kong
Chinese mainland	423		516
Asia-Pacific region	404		190
	827		706
Sales to Chinese mainland	30		30
Other businesses	(66	)	(26	)
	791		710

It is currently anticipated that part of the Consideration will be financed from the CLP Group’s internal resources. The CLP Group is also in advanced discussions with prospective financiers to arrange for a new corporate finance facility (on a non-recourse basis to the Company) to finance the balance of the Consideration and partly to re-finance existing facilities of Yallourn Energy. The proportions of the Consideration financed from internal resources and external financing have yet to be fixed.

~~10.~~Conditions ~~Dividends~~

	6 months ended 30 June
	2004		2003
	HK$ per share	HK$M	HK$ per share	HK$M
First interim dividend paid	0.45	1,084	0.41	987
Second interim dividend	0.45	1,084	0.41	987
	0.90	2,168	0.82	1,974

Completion of the Acquisition is conditional upon various regulatory approvals, third party consents and the separation of the EB from SPI Australia Group’s other businesses in Australia.

AtCompletion the Board meeting held on 4 August 2004, the Directors declared the second interim dividend of HK$0.45 per share. The second interim dividend is not reflected as a dividend payable in these condensed accounts, but as a separate component of the shareholders’ funds for the period ended 30 June 2004.

~~11.~~The ~~Earnings~~targeted ~~per~~completion date for the Acquisition is 31 May 2005 with the ability for that date to be extended according to the terms of the Share Sale Agreement.

~~The~~INFORMATION ~~earnings~~ON ~~per~~THE ~~share~~EB is based on earnings of HK$4,138 million (2003: HK$3,714 million) and the number of shares in issue of 2,408,245,900 (2003: 2,408,245,900) during the period. To enable investors to understand better the Group’s results, an additional earnings per share figure, excluding the Hok Un redevelopment profit of HK$124 million (2003: HK$51 million), has been calculated.

~~Fully~~EB ~~diluted~~is ~~earnings~~the ~~per~~fifth ~~share~~largest energy retailer in Australia and sells gas and electricity to over 1.1 million customers across Victoria, New South Wales, South Australia and Queensland. It also owns a 1,280 MW gas-fired power station at Torrens Island, South Australia, an interest in a long-term hedge contract for up to 966 MW, and a gas storage facility. SPI Pipelines owns a 33% interest in SEAGas, which owns and operates a 685 kilometre natural gas transmission pipeline between Victoria and South Australia. This interest in SEAGas is ~~not~~the ~~included~~subject asof pre-emption rights. In the event that such rights are exercised, the Consideration will be reduced by the ~~Company~~SEAGas ~~did~~Adjustment. ~~not~~It ~~have~~is ~~any~~important ~~diluting~~to ~~equity~~note ~~instruments~~that asshould atsuch 30rights ~~June~~be ~~2004~~exercised, ~~(2003:~~the ~~nil)~~EB will retain usage rights associated with the SEAGas pipeline.

~~Table~~For the financial year ended 31 December 2004, the combined unaudited EBITDA of ~~Contents~~EB was A$181.2 million (HK$1,105 million). For the financial year ended 31 December 2003, the combined unaudited EBITDA of EB was A$217.5 million (HK$1,327 million). As at 31 December 2004, the EB had combined unaudited total assets of A$3,163 million (HK$19,294 million). As the EB is only a part of the SPI Australia Group, the Company understands that interest, tax and depreciation were booked on a group basis and were not individually attributed to the underlying companies which have, therefore, not prepared figures which represent their own profits before and after taxation.

~~Page~~REASONS 32FOR THE ACQUISITION

12The CLP Group’s investments in the Australian energy sector, prior to the Acquisition, comprise a 1,480 MW coal-fired power station at Yallourn, Victoria held through Yallourn Energy, and the AusPower retail business, which sells electricity to large industrial and commercial customers. ~~Fixed~~The ~~Assets~~Acquisition is in line with the CLP Group’s objective of building a diversified and integrated energy business in Australia, focussing on electricity and gas retail, with a portfolio of physical assets in support of that retail business.

	Land andBuildingsHK$M	Plant,MachineryandEquipmentHK$M	TotalHK$M
Net book value as at 1 January 2004	7,756	46,401	54,157
Additions (note a)	326	2,311	2,637
Transfers and disposals	(14)	(108)	(122)
Depreciation charge	(107)	(1,135)	(1,242)
Exchange differences	(17)	(844)	(861)
Net book value as at 30 June 2004 (note b)	7,944	46,625	54,569

The Consideration was agreed between the parties following a bidding process and after arm’s length negotiations, taking into account a due diligence process previously undertaken by the CLP Group and its advisors. Many factors were taken into account including the cash flow and earnings of the EB and an assessment of its business potential. The Directors consider that the terms of the Acquisition are fair and reasonable and in the interests of the shareholders as a whole.

~~Notes:~~ GENERAL

(The Acquisition constitutes a) ~~Capital~~discloseable ~~expenditure~~transaction ~~incurred~~of ~~for~~the Company under Chapter 14 of the ~~SoC~~Listing ~~business~~Rules. ~~totalled~~A ~~HK$2,313~~circular ~~million~~containing ~~(2003:~~further ~~HK$2,295~~information ~~million)~~on the Acquisition will be sent to shareholders as soon as practicable.

~~(b)~~To ~~Fixed~~the ~~assets~~best ~~employed~~of ~~for~~ the ~~SoC~~Directors’ ~~business and non-SoC business amounted to HK$40~~knowledge,~~567~~ ~~million~~information ~~(December 2003: HK$39,258 million)~~ and belief ~~HK$14,002~~having ~~million~~made ~~(December~~all ~~2003:~~reasonable ~~HK$14~~enquiries,~~899~~ ~~million)~~Singapore ~~respectively.~~Power ~~For~~and ~~the~~its ~~non-SoC~~ultimate ~~business,~~beneficial ~~HK$13,830~~owner ~~million~~are ~~(December~~third ~~2003:~~parties ~~HK$14,687~~independent ~~million)~~of ~~was~~the ~~attributed~~Company toand ~~Yallourn~~its ~~Energy~~connected ~~and~~persons ~~Gujarat~~(as ~~Paguthan~~defined ~~Energy~~in ~~Corporation~~the ~~Private~~Listing ~~Limited (GPEC~~Rules).

13Singapore Power, headquartered in Singapore, has significant operations in Asia and Australia. ~~Goodwill~~Following the sale of the EB to the CLP Group, Singapore Power will retain electricity transmission and distribution networks in Australia.

~~Goodwill~~CLP Power Asia is a member of the CLP Group. The CLP Group owns and ~~negative~~operates ~~goodwill~~a ~~arising~~vertically ~~from~~integrated ~~acquisition~~electricity ofgeneration, ~~interests~~transmission and distribution business in Hong ~~Yallourn~~Kong, and invests, primarily through CLP Power Asia (of which CLP Energy ~~and~~itself ~~GPEC~~is ~~are~~a assubsidiary), ~~follows:~~in the power sector in the Chinese mainland, Taiwan, Australia, India, and Thailand.

	GoodwillHK$M	NegativeGoodwillHK$M	NetBalanceHK$M
Net carrying value as at 1 January 2004	25	(1,042)	(1,017)
Acquisition of subsidiary (Note 2)	—	(21)	(21)
Amortisation (charge)/credit	(1)	24	23
Exchange differences	—	57	57
Net carrying value as at 30 June 2004	24	(982)	(958)

DEFINITIONS

~~Table~~Unless ofthe ~~Contents~~context otherwise requires, terms used in this announcement shall have the following meanings:

Page 33


“A$”		Australian Dollars

“Acquisition”		the acquisition by CLP Energy of the EB from Singapore Power through the acquisition of all the issued shares of SPI E&G and SPI Pipelines

“AusPower”		AusPower Holdings Pty Limited, the immediate holding company of Yallourn Energy

“CLP Energy”		CLP Power Australia Energy Holdings Pty Limited, a wholly-owned subsidiary of CLP Power Asia

“CLP Group”		the Company and its subsidiaries

“CLP Power Asia”		CLP Power Asia Limited, a wholly-owned subsidiary of the Company

“Company”		CLP Holdings Limited, a company incorporated in Hong Kong with limited liability and whose shares are listed on the Stock Exchange (Stock code: 002)

“Consideration”		the consideration for the Acquisition under the Share Sale Agreement

“Directors”		the directors of the Company

“EB”		the merchant energy business in Australia presently owned, prior to the Acquisition, by Singapore Power through its wholly-owned subsidiaries, SPI E&G and SPI Pipelines

“EBITDA”		earnings before interest, tax, depreciation and amortisation

“HK$”		Hong Kong Dollars

“Listing Rules”		Rules Governing the Listing of Securities on the Stock Exchange

“MW”		Megawatts (one million watts)

“SEAGas”		owner of a 685 kilometre natural gas transmission pipeline between Victoria and South Australia, and 33% owned by SPI Pipelines

“SEAGas Adjustment”		the reduction in the Consideration if the shares in SPI Pipelines are excluded from the Acquisition as a result of the exercise of pre-emption rights

“Share Sale Agreement”		the share sale agreement in relation to the Acquisition signed by the Company, CLP Energy and the Vendor on 7 March 2005

“Singapore Power”		Singapore Power Limited

“SPI Australia Group”		SPI Australia Group, a wholly-owned subsidiary of Singapore Power

14. Investments in Jointly Controlled Entities


“SPI E&G”		SPI Electricity & Gas Australia Pty Limited, a company incorporated under the laws of Victoria and a wholly-owned subsidiary of Singapore Power prior to the Acquisition

“SPI Pipelines”		holding companies which hold Singapore Power’s interest in the SEAGas pipeline

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

“Vendor”		SPI Electricity & Gas Australia Holdings Pty Limited, a company incorporated under the laws of Victoria and a wholly-owned subsidiary of Singapore Power

“Yallourn Energy”		Yallourn Energy Pty Limited, the operator of a 1,480 MW coal-fired power station at Yallourn, Victoria

	30 June2004 HK$M	31 December2003 HK$M
Castle Peak Power Company Limited	6,080	5,983
Guangdong Nuclear Power Joint Venture Company, Limited	2,740	3,075
Shandong Zhonghua Power Company, Ltd.	1,233	1,341
Ho-Ping Power Company	1,174	1,294
CLP Guohua Power Company Limited	1,181	1,049
Guizhou CLP Power Company Limited	404	140
Hok Un joint venture	321	560
Hong Kong Pumped Storage Development Company, Limited	322	318
Others	875	927
	14,330	14,687

In this announcement, figures in A$ are translated to HK$ at the exchange rate of A$1.00 = HK$6.10 for illustration purposes only.

~~The~~By ~~amount~~Order of ~~investments~~ in the ~~above~~Board ~~jointly~~Peter ~~controlled~~W. ~~entities~~Greenwood ~~include~~Director ~~loan~~& ~~and~~Company ~~advances as follows:~~ Secretary

	30 June2004 HK$M	31 December2003 HK$M
Castle Peak Power Company Limited	5,768	5,768
Hong Kong Pumped Storage Development Company, Limited	303	306
Others	282	302
	6,353	6,376

Hong Kong, 8 March 2005

~~15.~~CLP ~~Investments~~Holdings inLimited ~~Associated Companies~~

	30 June2004 HK$M	31 December2003 HK$M
Electricity Generating Public Company Limited(market value: HK$1,554 million, 2003: HK$2,080 million)	1,523	1,509
PowerCom Network Hong Kong Limited (A)	—	84
	1,523	1,593

(incorporated in Hong Kong with limited liability)

(A)Stock ~~Through~~Code: ~~participation in the sale of PowerCom Network Hong Kong Limited (PowerCom~~002) by Cheung Kong Enterprises Limited to Hutchison Global Communications Holdings Limited (HGCH, formerly known as Vanda Systems & Communications Holdings Limited) in exchange for the issue of shares in HGCH, the Group’s 19% equity interest in PowerCom was converted to an investment in HGCH in March 2004 and is therefore disclosed as Other Investments (Note 17) as at 30 June 2004.

~~Table~~Non-executive ofDirectors: ~~Contents~~Dr. The Hon. Michael D. Kadoorie, Mr. W. E. Mocatta, Mr. J. S. Dickson Leach, Mr. R. J. McAulay, Mr. J. A. H. Leigh, Mr. R. Bischof, Mr. I. D. Boyce, Mr. P. C. Tan Independent Non-executive Directors: The Hon. Sir S. Y. Chung, Dr. William K. Fung, Mr. V. F. Moore, Mr. Hansen C. H. Loh, Mr. Paul M. L. Kan Executive Directors: Mr. Andrew Brandler, Mr. Peter P. W. Tse, Mr. Peter W. Greenwood, Dr. Y. B. Lee

Page 34

16. Bank Balances, Cash and Other Liquid Funds

	30 June 2004 HK$M	31 December 2003 HK$M
Trust fund for unclaimed dividends	19	21
Trust accounts under TRAA (A)	567	131
Short-term investments and bank deposits	288	549
Bank balances and cash	391	86
	1,265	787

(A) Pursuant to a Trust and Retention Account Agreement (TRAA) between GPEC and its lenders, GPEC is required to deposit receipts from its offtaker, Gujarat Electricity Board (GEB), to various trust accounts for fuel, operating and major maintenance expenses and debt service payments.

17. Other Investments

		30 June 2004 HK$M		31 December 2003 HK$M
Equity securities listed in Hong Kong, at fair value		24		10

The 2004 figure represents the Group’s investment in HGCH. Further to the disposal of PowerCom in exchange for HGCH shares (Note 15), the Group placed 37.7% of those shares in March 2004 and sold its remaining interest in HGCH in July 2004. The Group’s investment in DataSys Technology Holdings Limited (valued at HK$10 million at the beginning of the period) has now been fully provided for.

Page 35

18. Trade and Other Receivables

	30 June2004 HK$M	31 December2003 HK$M
Trade receivables (ageing analysis is shown below)	3,433	3,201
Deposits and prepayments	983	1,161
Dividend receivable from jointly controlled entities	343	—
Current accounts with jointly controlled entities	7	62
	4,766	4,424

Trade and other receivables attributed to GPEC and Yallourn Energy amounted to HK$2,254 million (2003: HK$3,153 million).

The Group has established credit policies for customers in each of its core businesses. The credit term for trade receivables ranges from 15 to 60 days.

The ageing analysis of the trade receivables, after provisions, is as follows:

	30 June2004 HK$M	31 December2003 HK$M
Below 30 days	2,823	2,011
31-60 days	158	169
61-90 days	179	40
Over 90 days	273	981
	3,433	3,201

19. Trade and Other Payables

	30 June2004 HK$M	31 December2003 HK$M
Trade payables (ageing analysis is shown below)	1,370	1,719
Other payables and accruals	881	1,152
Current accounts with jointly controlled entities	1,090	1,123
	3,341	3,994

The ageing analysis of the trade payables is as follows:

	30 June2004 HK$M	31 December2003 HK$M
Below 30 days	1,358	1,671
31-60 days	1	41
61-90 days	1	7
Over 90 days	10	—
	1,370	1,719

Page 36

20. Bank Loans and Other Borrowings

	30 June2004 HK$M		31 December2003 HK$M
Total facilities available	26,289		27,993
Facilities utilised
Bank loans	13,457		13,017
Other borrowings	6,180		5,680
	19,637		18,697
Included in current liabilities
Short-term loans	1,694		567
Current portion of long-term loans and borrowings	634		528
	2,328		1,095
Long-term loans and borrowings, repayable
within one year	634		528
between one and two years	4,726		770
between two and five years	6,606		10,696
after five years	5,977		6,136
	17,943		18,130
Less: current portion of long-term loans and borrowings	(634	)	(528	)
	17,309		17,602
	19,637		18,697

Of the total bank loan facilities available, HK$17,118 million (2003: HK$19,326 million) are committed facilities.

Bank loans totalling HK$7,167 million (2003: HK$8,051 million) were attributed to Yallourn Energy and GPEC. Part of the loans (HK$5,746 million at 2004 and HK$6,444 million at 2003 for Yallourn Energy and HK$539 million at 2004 and HK$620 million at 2003 for GPEC) are secured by fixed and floating charges over the assets of Yallourn Energy and GPEC respectively.

21. Share Capital

	30 June 2004		31 December 2003
	Number of Shares of HK$5 Each	AmountHK$M	Number ofShares ofHK$5 Each	Amount HK$M
Authorised
At end of period/year	3,000,000,000	15,000	3,000,000,000	15,000
Issued and fully-paid
At end of period/year	2,408,245,900	12,041	2,408,245,900	12,041

There was no movement in the share capital of the Company during the period (year 2003: nil).

Page 37

22. Notes to the Condensed Consolidated Cash Flow Statement

Reconciliation of profit before taxation to net cash inflow from operations:

	6 months ended 30 June
	2004HK$M		2003 HK$M
Profit before taxation	4,349		4,225
Adjustments for:
Operating interest	409		198
Finance income	(23	)	(35	)
Hok Un redevelopment profit	(147	)	(63	)
Share of profits less losses of jointly controlled entities	(1,587	)	(1,711	)
Share of profits less losses of associated companies	(143	)	(53	)
Depreciation	1,242		1,005
Amortisation of goodwill and negative goodwill	(23	)	(6	)
Loss on disposal of fixed assets	83		44
Net loss on other investments	38		12
Realised gain on retirement benefit plan assets	—		(17	)
Exchange losses/(gains)	61		(27	)
SoC items
Increase in customers’ deposits	115		78
(Decrease)/Increase in fuel clause account	(149	)	427
One-off rebates	(479	)	(1,286	)
Business relief rebate	(1	)	(19	)
Special rebate	(15	)	(283	)
Rebate to customers under SoC	(80	)	(77	)
	(609	)	(1,160	)
Operating profit before working capital changes	3,650		2,412
Decrease in debtors and prepayments	457		808
Decrease in creditors and other liabilities	(303	)	(168	)
Increase/(Decrease) in current accounts due to jointlycontrolled entities	22		(6	)
Net cash inflow from operations	3,826		3,046

Page 38

23. Commitments

(A) Capital expenditure authorised but not brought into the accounts is as follows:

	30 June2004 HK$M	31 December2003 HK$M
Contracted but not provided for	2,771	2,984
Authorised but not contracted for	7,205	9,411
	9,976	12,395

(B) Under the Equity Contribution Agreement and its amendment agreement relating to the BLCP Power project, the Group is required to make equity contributions of US$165 million (approximately HK$1,287 million). As at 30 June 2004, the Group’s obligation as to US$17 million (approximately HK$132 million) had been fulfilled. The remainder will be contributed by 2007.

(C) Pursuant to the relevant loan agreements for the refinancing of Yallourn Energy, shareholders of CLP AusPower Pty Limited (formerly known as AusPower Holdings Pty Limited), the immediate holding company of Yallourn Energy, agreed to provide the lenders with contingent equity support up to the sum of A$200 million in respect of a senior debt facility. The contribution of contingent equity depends on certain minimum requirements regarding the availability of cash flows for debt service within five years from 27 February 2001. As at 30 June 2004, A$44 million had been contributed by the Group.

Owing primarily to continued high capital expenditure requirements and a slightly lower than expected revenue so far this year, Yallourn Energy forecasts that in order to meet the debt service cover ratios as stipulated in the loan agreements, further contingent equity support of about A$40 million may need to be provided in the six months to 31 December 2004.

24. Contingent Liabilities

(A) GPEC has obtained payment for some of its receivables from GEB through bill discounting with recourse. The potential effect on the Group as at 30 June 2004 if these financing arrangements are not settled by GEB is that GPEC would be required to pay HK$597 million (December 2003: HK$538 million). There is no recourse to the Group beyond GPEC from these arrangements and to date there has been no incident where recourse to GPEC has been necessary.

The Directors are of the opinion that no provision is required to be made in the financial statements in respect of this matter.

(B) In June 2004, Shandong Zhonghua Power Company, Ltd. completed refinancing its loans procured in 1998 with new term loan facilities. The undertakings given by the Company to the finance parties under the previous facilities effectively lapsed upon refinancing and arrangements are being made to obtain formal release from the lenders.

Page 39

25. Related Party Transactions

In the normal course of business, the Group undertakes on an arm’s length basis a wide variety of transactions with related parties. The more significant of such transactions during the period ended 30 June are described below:

(A) Purchases of electricity

	6 months ended 30 June
	2004	2003
	HK$M	HK$M
Purchases of electricity from CAPCO	5,398	4,962
Purchases of nuclear electricity	2,046	2,029
Pumped storage service fee	186	121
	7,630	7,112

(B) Pursuant to the CAPCO Operating Service Agreement, the charges from CLP Power Hong Kong to CAPCO for the services rendered during the period amounted to HK$541 million (2003: HK$505 million).

26. Statement of Indebtedness, Contingent Liabilities and Capital Commitments of Affiliated Companies

The Company has obtained a waiver from The Stock Exchange of Hong Kong Limited under Rule 13.22 of the Listing Rules from disclosing a proforma combined balance sheet of affiliated companies. Affiliated companies include the Group’s jointly controlled entities and associated companies. Instead, in accordance with the Rule, the Company discloses the following alternative information in relation to the affiliated companies as at 30 June 2004. This information has been extracted from the relevant management accounts of all affiliated companies.

	30 June 2004 HK$M	31 December 2003 HK$M
The Group’s share of total indebtedness of affiliatedcompanies is analysed as follows:
Bank borrowings	15,233	15,050
Other borrowings including loans from shareholders	1,263	1,352
	16,496	16,402
The Group’s share of contingent liabilities of affiliatedcompanies	249	301
The Group’s share of capital commitments of affiliatedcompanies
Contracted but not provided for	4,171	4,129
Authorised but not contracted for	943	1,012
	5,114	5,141

Page 40

Scheme of Control Statement

The calculations shown below are in accordance with the SoC and the agreements between the SoC Companies. The calculations are extracted from the management accounts of CLP Power Hong Kong for the six months ended 30 June 2004.

	(Unaudited)6 months ended 30 June
	2004HK$M	2003HK$M
SoC Revenue	11,870	11,333
Expenses
Operating costs	1,434	1,292
Fuel	1,749	1,393
Purchases of nuclear electricity	2,046	2,029
Depreciation	1,681	1,652
Deferral premium	96	102
Operating interest	195	249
Taxation	800	739
	8,001	7,456
Profit after taxation	3,869	3,877
Interest on long-term financing	340	372
Adjustments required under the SoC(including share of profit on sale of electricity toChinese mainland attributable to the SoC Companies)	49	55
Profit for SoC	4,258	4,304
Transfer from Development Fund	597	263
Permitted return	4,855	4,567
Deduct interest
On long-term financing as above	340	372
On Development Fund and special provision accounttransferred to rate reduction reserve	112	148
	452	520
Net return	4,403	4,047
Divisible as follows:
CLP Power Hong Kong	2,624	2,373
CAPCO	1,779	1,674
	4,403	4,047
CLP Power Hong Kong’s share of net return
CLP Power Hong Kong	2,624	2,373
Interest in CAPCO	713	672
	3,337	3,045

Page 41

Independent Review Report

To the Board of Directors of CLP Holdings Limited (the Company)

(Incorporated in Hong Kong with limited liability)

We have been instructed by the Company to review the condensed interim accounts set out on pages 20 to 39.

Directors’ responsibilities

The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of condensed interim accounts to be in compliance with SSAP No. 25 “Interim Financial Reporting” issued by the Hong Kong Society of Accountants. The condensed interim accounts are the responsibility of, and have been approved by, the directors.

Review work performed

We conducted our review in accordance with SAS 700 “Engagements to review interim financial reports” issued by the Hong Kong Society of Accountants. A review consists principally of making enquiries of group management and applying analytical procedures to the condensed interim accounts and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the condensed interim accounts.

Review conclusion

On the basis of our review, which does not constitute an audit, we are not aware of any material modifications that should be made to the condensed interim accounts for the six months ended 30 June 2004.

/s/ PricewaterhouseCoopers PricewaterhouseCoopers Certified Public Accountants Hong Kong, 4 August 2004

Page 42

Disclosure of Interests

Interests of Directors and Chief Executive Officer

The interests/short positions of each of the Directors and Chief Executive Officer in the shares, underlying shares and debentures of the Company or any of the Company’s associated corporations (within the meaning of the Securities and Futures Ordinance) as at 30 June 2004, as recorded in the register required to be kept under Section 352 of Part XV of the Securities and Futures Ordinance, are set out below:

1. Aggregate long position in the shares, underlying shares and debentures of the Company and its associated corporations

The interests of Directors and Chief Executive Officer in the shares of the Company (other than pursuant to equity derivatives such as shares options, warrants to subscribe or convertible bonds) as at 30 June 2004 were as follows:

Directors	Capacity	Number of Ordinary Shares Held	% of the IssuedShare Capital of the Company
The Hon. Michael D. Kadoorie	Note (a)	475,381,026	19.7397
W. E. Mocatta	Founder of adiscretionary trust	250,000	0.0104
J. S. Dickson Leach	Beneficial owner	3,436	0.0001
R. J. McAulay	Note (b)	439,800,565	18.2623
The Hon. Sir S. Y. Chung	Beneficial owner	393,789	0.0164
William K. Fung	Beneficial owner	120,000	0.0050
J. A. H. Leigh	Beneficial owner	22,000	0.0009
R. Bischof	Beneficial owner	50,000	0.0021
P. C. Tan	Interests held jointly with spouse	5,000	0.0002
Andrew Brandler (Chief Executive Officer)	Note (c)	20,600	0.0009
Peter P. W. Tse	Note (c)	20,600	0.0009
Peter W. Greenwood	Personal	5,600	0.0002
Y. B. Lee	Note (d)	15,806	0.0007

Page 43

Notes:

(a) The Hon. Michael D. Kadoorie was deemed (by virtue of the Securities and Futures Ordinance) to be interested in 475,381,026 shares in the Company. These shares were held in the following capacity:

i) 1,243 shares were an interest of his spouse.

ii) 236,335,571 shares were held by discretionary trusts, of which The Hon. Michael D. Kadoorie is one of the beneficiaries.

iii) 239,044,212 shares were held by a discretionary trust, of which The Hon. Michael D. Kadoorie is a beneficiary and the founder.

(b) Mr. R. J. McAulay was deemed (by virtue of the Securities and Futures Ordinance) to be interested in 439,800,565 shares in the Company. These shares were held in the following capacity:

i) 13,141 shares were held in a personal capacity.

ii) 236,335,571 shares were held by discretionary trusts, of which Mr. R. J. McAulay is one of the beneficiaries.

iii) 203,451,853 shares were held by a discretionary trust, of which Mr. R. J. McAulay, his wife and members of his family are beneficiaries.

(d) 600 shares were held in a personal capacity and 15,206 shares were held jointly with spouse.

Messrs. I. D. Boyce, V. F. Moore, Hansen C. H. Loh and Paul M. L. Kan who are Directors of the Company and Mr. Bradley W. Corson who is an Alternate Director have each confirmed that they had no interests in the shares of the Company as at 30 June 2004.

None of the Directors had interests in debentures, under equity derivatives or in underlying shares of the Company and its associated corporations.

2. Aggregate short position in the shares, underlying shares and debentures of the Company and its associated corporations

None of the Directors had short positions in respect of shares, debentures, under equity derivatives or interests in underlying shares of the Company and its associated corporations.

At no time during the period was the Company, its subsidiaries or its associated companies a party to any arrangement to enable the Directors and the Chief Executive Officer of the Company (including their spouse and children under 18 years of age) to acquire benefits by an acquisition of shares or underlying shares in, or debentures of, the Company or its associated corporations.

Page 44

Interests of Substantial Shareholders

The interests/short positions of Substantial Shareholders in the shares and underlying shares of the Company as at 30 June 2004, as recorded in the register required to be kept under Section 336 of Part XV of the Securities and Futures Ordinance, are set out below:

1. Aggregate long position in the shares and underlying shares of the Company

The Company had been notified of the following substantial shareholders’ interests in the shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds) as at 30 June 2004.

Substantial Shareholders	Capacity	Total Interests in Number ofOrdinary Shares of the Company	% of the Issued Share Capital of the Company
Bermuda Trust Company Limited	Interest of controlled corporation	682,978,836Notes (a) & (b)	28.36
Esko Limited	Interest of controlled corporation	236,335,571Notes (b) & (c)	9.81
Hesko Limited	Interest of controlled corporation	236,335,571Notes (b) & (c)	9.81
Mikado Holding Inc.	Trustee	239,044,212Notes (b) & (d)	9.93
Mikado Investments Limited	Interest of controlled corporation	239,044,212Notes (b) & (d)	9.93
New Boron Holding Corporation	Trustee	196,468,538Note (c)	8.16
The Hon. Michael D. Kadoorie	Note (e)	475,381,026Notes (b) & (e)	19.74

Notes:

(a) The interests of Bermuda Trust Company Limited in the shares of the Company include the shares held by discretionary trusts of which The Hon. Michael D. Kadoorie and/or Mr. R. J. McAulay are among the beneficiaries as disclosed in “Interests of Directors and Chief Executive Officer”.

(b) The interests of Esko Limited, Hesko Limited, Mikado Holding Inc., Mikado Investments Limited and New Boron Holding Corporation in the Company are duplicated by the interests in the Company held by Bermuda Trust Company Limited which effectively controls them. The attributable interests held by The Hon. Michael D. Kadoorie are those identified in “Interests of Directors and Chief Executive Officer”, and apart from the interest of spouse so identified therein, they are also duplicated by the interests in the Company held by Bermuda Trust Company Limited.

Page 45

Name of Controlled Corporation	Number of Shares	% of Issued ShareCapital Ownedby Esko Limited	% of Issued ShareCapital Owned by Hesko Limited
New Boron Holding Corporation	196,468,538	50	50
New Mercury Holding Corporation	4,980,787	50	50
New Cobalt Holding Corporation	34,886,246	50	50

The interests of New Boron Holding Corporation are duplicated by the interests of Esko Limited and Hesko Limited. They are also duplicated by the interests in the Company held by Bermuda Trust Company Limited.

(d) Mikado Investments Limited owns the interests in the Company through Mikado Holding Inc. The interests of Mikado Holding Inc. are duplicated by the interests of Mikado Investments Limited. They are also duplicated by the interests in the Company held by Bermuda Trust Company Limited.

(e) The aggregate long position in the shares of the Company of The Hon. Michael D. Kadoorie are listed below:

Interests in the Ordinary Shares of the Company

Number		Capacity
1,243 239,044,212 475,379,783		Interest of spouse Founder of a discretionary trust Beneficiary of various discretionary trusts

The interests of The Hon. Michael D. Kadoorie as a founder of a discretionary trust and a beneficiary of one of the discretionary trusts are duplicated between each other. His interests, apart from the interest of spouse, are also duplicated by the interests in the Company held by Bermuda Trust Company Limited and certain discretionary trusts of which Mr. R. J. McAulay is one of the beneficiaries as disclosed above by Directors.

As at 30 June 2004, the Company had not been notified of any substantial shareholders’ interests under equity derivatives or in underlying shares of the Company.

Page 46

2. Aggregate short position in the shares and underlying shares of the Company

As at 30 June 2004, the Company had not been notified of any short positions being held by any substantial shareholder in the shares or underlying shares of the Company.

Interests of Any Other Persons

As at 30 June 2004, the Company had not been notified of any persons other than the substantial shareholders who had interests or short positions in the shares or underlying shares of the Company, which are required to be recorded in the register required to be kept under Section 336 of Part XV of the Securities and Futures Ordinance.

Page 47

Corporate Governance

The Audit Committee has reviewed the accounting principles and practices adopted by the Group and the unaudited condensed accounts for the six months ended 30 June 2004. All of the Audit Committee members are appointed from the Independent Non-executive Directors, with the Chairman having appropriate professional qualifications and experience in financial matters.

None of the Directors of the Company is aware of any information that would reasonably indicate that the Company is not, or was not for any part of the six months ended 30 June 2004, in compliance with the Code of Best Practice contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Listing Rules).

Since 1989, the Company has adopted its own Code for Securities Transactions by Directors (CLP Code), which is largely based on the Model Code set out in Appendix 10 of the Listing Rules. The CLP Code also applies to other “Specified Individuals” such as members of the CLP Group’s senior management. The CLP Code has been updated from time to time to reflect new regulatory requirements as well as CLP Holdings’ strengthened regime of disclosure of interests in its securities.

The current CLP Code is on terms no less exacting than the required standard set out in the Model Code.

All Directors have confirmed, following specific enquiry by the Company, that they have complied with the required standard set out in the Model Code and CLP Code throughout the period from 1 January to 30 June 2004.

Purchase, Sale or Redemption of the Company’s Listed Shares

There was no purchase, sale or redemption of the Company’s listed shares by the Company or any of its subsidiaries during the six months ended 30 June 2004.

Page 48

Information for our Investors

Financial Diary

Announcement of interim results		4 August 2004
Interim report posted to shareholders		30 August 2004
Last day to register for second interim dividend		2 September 2004
Book close day		3 September 2004
Payment of second interim dividend		15 September 2004
Financial year end		31 December 2004

Interim Report

Printed in English and Chinese language, available on our website at www.clpgroup.com under the “Investor Relations” section on 18 August 2004 and posted to Shareholders on 30 August 2004.

Those Shareholders who (a) received our Interim Report 2004 electronically and would like to receive a printed copy or vice versa ; or (b) received our Interim Report 2004 in either English or Chinese language version only and would like to receive a printed copy of the other language version or to receive printed copies of both language versions in future, are requested to write to the Company Secretary or the Company’s Registrars.

Shareholders may at any time choose to change their choice of the language or means of receipt of the Company’s corporate communications free of charge by notice in writing to the Company Secretary or the Company’s Registrars.

Our Contact Details

Address :		147 Argyle Street, Kowloon, Hong Kong
Telephone :		(852) 2678 8228 (Shareholders’ hotline)
		(852) 2678 8322 (Investor Relations Manager)
Facsimile :		(852) 2678 8390 (Company Secretary)
		(852) 2678 8530 (Investor Relations Manager)
E-mail :		cosec@clp.com.hk (Company Secretary)
		IR_Dept@clp.com.hk (Investor Relations Manager)

Company’s Registrars

Computershare Hong Kong Investor Services Limited

Address :		Rooms 1901-1905 Hopewell Centre, 183 Queen’s Road East, Hong Kong
Telephone :		(852)2862 8628
Facsimile :		(852)2865 0990
E-mail :		hkinfo@computershare.com.hk

Share Listing

CLP Holdings shares are listed on the Stock Exchange of Hong Kong and are traded over the counter in the United States in the form of American Depositary Receipts.

Our Stock Code

The Stock Exchange of Hong Kong :		002
Bloomberg :		2 HK
Reuters :		0002.HK
Ticker Symbol for ADR Code :		CLPHY
CUSIP Reference Number :		18946Q101

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Filing Compare · CLP HOLDINGS LTD