UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1996 Commission file number 0-23148 AES CHINA GENERATING CO. LTD. (Exact name of registrant as specified in its charter) BERMUDA 98-0152612 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3/F(W), Golden Bridge Plaza No. 1 (A) Jianguomenwai Avenue Beijing 100020 People's Republic of China Not Applicable (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 8610-6508-9619 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $0.01 per share (NASDAQ National Market System) (Title of each class) --------------- AMENDMENT 2 The undersigned registrant hereby amends, as set forth in the pages attached hereto, its Annual Report on Form 10-K for the fiscal year ended November 30, 1996: The Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1996 is hereby amended to file a revised version of Exhibit 10.44. Revised Exhibit 10.44 is attached hereto. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AES CHINA GENERATING CO. LTD. (Registrant) Date: April 11, 1997 /s/ Jeffery A. Safford ----------------------------- Jeffery A. Safford Vice President Chief Financial Officer and Secretary EXHIBIT INDEX Exhibit Sequentially Number Document Numbered Page - ------- -------- ------------- 10.44* Operation and Offtake Contract between Anhui Provincial Electric Power Corporation, Anhui Liyuan-AES Power Company Ltd. and Hefei Zhongli Energy Company Ltd. - ------- * Certain information identified in this exhibit has been omitted pursuant to a request to the Commission for confidential treatment.