<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
FILED UNDER SECTION 33(a) OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED
ON BEHALF OF
TANGSHAN SITHE THERMAL POWER COMPANY LIMITED AND
TANGSHAN YANSHAN SITHE THERMAL POWER COMPANY LIMITED
The Commission is requested to address communications to:
<TABLE>
<S> <C>
Jim Spencer Jared W. Johnson, Esq.
Tangshan Sithe Thermal Power Company Limited Latham & Watkins
Tangshan Yanshan Sithe Thermal Power Company Limited 1001 Pennsylvania Ave., N.W.
c/o Sithe China Holdings Limited Suite 1300
Asia Hotel Beijing, Office Complex, Suite 308 Washington, D.C. 20004
8 Xinzhong Xijie, Gongti Bei Lu
Beijing 100027, China
</TABLE>
March 12, 1998
<PAGE> 2
Tangshan Sithe Thermal Power Company Limited and Tangshan
Yanshan Sithe Thermal Power Company Limited are jointly filing with the
Securities and Exchange Commission ("Commission") this notice claiming
exemption as "foreign utility companies" within the meaning of Section 33 of
the Public Utility Holding Company Act ("PUHCA").
ITEM 1
The name of the entities claiming foreign utility company
status under Section 33(a) of PUHCA are: (1) Tangshan Sithe Thermal Power
Company Limited ("TSTPC"), and (2) Tangshan Yanshan Sithe Thermal Power Company
Limited ("TYSTPC") (together, "Tangshan Sithe"). The business address of
Tangshan Sithe is: Xidian Road, Tangshan Yi Zhong South, Tangshan, Hebei
Province, China, 063000. TSTPC and TYSTPC are both equity joint ventures duly
organized and existing under the laws and regulations of the People's Republic
of China. TSTPC and TYSTPC each own 50% interests in a power plant located at
Tangshan, Hebei Province, China ("the Facility").
The Facility consists of two 50 MW, coal-fired cogeneration
units and associated interconnection facilities. Upon commencement of
commercial operations, Tangshan Sithe will be making sales from the Facility at
wholesale to the North China Power Group. Tangshan Sithe derives no part of
its income, directly or indirectly, from the generation, transmission, or
distribution of electric energy for sale or the distribution at retail of
natural or manufactured gas within the United States. Tangshan Sithe is not a
public-utility company operating in the United States, and Tangshan Sithe has
no subsidiary companies. See 15 U.S.C. Section 79z-5b(a)(3).
<PAGE> 3
There are three entities that hold more than 5% of any class
of voting securities in Tangshan Sithe. (The shareholders, and their
respective ownership percentanges, are the same for both TSTPC and TYSTPC).
Those entities, and their respective equity interests in Tangshan Sithe, are:
1. Tangshan West Suburb Heating and Power Plant Share Company Limited,
a company organized in China and associated with the Tangshan
Municipal People's Government (20%);
2. Tangshan Municipal Energy Investment Company, also a company
organized in China and associated with the Tangshan Municipal
People's Government (20%); and
3. Sithe China Holdings Limited, a corporation organized in the
British Virgin Islands (60%).
None of the above entities are affiliated or associated with
any domestic public-utility company, as defined in Section 2(a) of PUHCA.(1)
ITEM 2
Tangshan Sithe is not an associate company, as defined in
Section 2(a) of PUHCA, of any domestic public-utility company.
- ---------------------
(1) Sithe China Holdings Limited is an indirect subsidiary of Sithe Energies,
Inc. ( Sithe ), which is a developer of non-utility generation facilities
in the United States and internationally. However, no associate company
or affiliate company of Sithe is a domestic utility company, as defined
under PUHCA.
3
<PAGE> 4
EXHIBIT A
The requirement for State commission certification set forth
in Section 33(a)(2) of PUHCA is not applicable to this notification, because
Tangshan Sithe is not an associate company, or an affiliate company, of any
domestic public-utility company.
SIGNATURE
The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
<TABLE>
<S> <C>
Tangshan Sithe Thermal Power Company Limited
By: /s/ Jim Spencer
---------------
Jim Spencer, Chairman
Tangshan Yanshan Sithe Thermal Power Company Limited
By: /s/ Jim Spencer
---------------
Jim Spencer, Chairman
Dated: March 12, 1998
</TABLE>
4
