VOLUNTARY ANNOUNCEMENT ISSUE OF US$500,000, % SENIOR BONDS DUE 2017

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This announcement is not an offer of securities for sale in the People s Republic of China, Hong Kong and the United States or elsewhere. No public offer of the securities referred to herein will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. VOLUNTARY ANNOUNCEMENT ISSUE OF US$500,000, % SENIOR BONDS DUE 2017 The Board is pleased to announce that on 24 September 2014, the Company, the Issuer (a wholly owned subsidiary of the Company) and the Joint Lead Managers and Joint Bookrunners entered into the Subscription Agreement in relation to the issue of US$500,000, per cent. senior bonds due 2017 by the Issuer. The Bonds will be offered to professional and institutional investors outside the United States in reliance on Regulation S under the Securities Act. None of the Bonds will be offered to the public in Hong Kong or elsewhere. Listing of the Bonds has been sought in Singapore. As the conditions precedent to the completion of the Subscription Agreement may or may not be satisfied and the Subscription Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are urged to exercise caution when dealing in the securities of the Company. This is a voluntary announcement made by the Company. 1

2 The Bonds Issue The Board is pleased to announce that on 24 September 2014, the Company, the Issuer (a wholly owned subsidiary of the Company) and the Joint Lead Managers and Joint Bookrunners entered into the Subscription Agreement in relation to the issue of US$500,000, per cent. senior bonds due 2017 by the Issuer. The Bonds will be issued in registered form in the denomination of US$200,000 and higher integral multiples of US$1,000. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of the Joint Lead Managers and Joint Bookrunners is an Independent Third Party. None of the Bonds will be offered to the public in Hong Kong or elsewhere. The Bonds are expected to be rated BBB- by Standard & Poor s Rating Services, a division of The McGraw Hill Companies, Inc. The principal terms of the Bonds are as follows: (a) Issuer: (b) Maturity: (c) Aggregate principal amount: Hero Asia Investment Limited, a wholly owned subsidiary of the Company 3 years US$500,000,000 (d) Coupon rate: (e) Issue price: 2.875% per annum % of the principal amount of the Bonds (f) Closing date: 3 October

3 (g) Keepwell Deed: (h) Equity Interest Purchase Undertaking: Under the Keepwell Deed, the Company will undertake to the Issuer and the Trustee that it shall (i) (by itself or together with Guodian) directly or indirectly own and control all the outstanding shares of the Issuer, and (ii) not directly or indirectly pledge, grant a security interest, or in any way encumber or otherwise dispose of any such shares of the Issuer, unless required to dispose of any or all such shares pursuant to a court decree or order of any governmental authority which, in the opinion of a legal adviser to the Company, may not be successfully challenged. In addition, the Company will undertake that it shall cause the Issuer to have a Consolidated Net Worth of at least US$1.00 at all times and to have sufficient liquidity to ensure timely payment by the Issuer of any amounts payable in respect of the Bonds (in accordance with the Terms and Conditions of the Bonds and the Trust Deed) and its other indebtedness. Under the Equity Interest Purchase Undertaking, the Company agrees to the Trustee to, subject to obtaining all Relevant Approvals (as defined in the Equity Interest Purchase Undertaking), purchase certain equity interests upon receiving a written purchase notice from the Trustee given following the occurrence of an event of default under the Terms and Conditions of the Bonds. The equity interests comprise the interests held by the Issuer or the Relevant Transferor(s) (as defined in the Equity Interest Purchase Undertaking) in the registered capital of certain of the direct or indirect PRC-incorporated subsidiaries of the Issuer. (i) Use of proceeds: The Issuer intends to use the net proceeds from the issue of the Bonds to develop and expand the Group s renewable energy businesses as well as for working capital and general corporate purposes. Goldman Sach, Agricultural Bank of China Limited Hong Kong Branch, CITIC Securities International, Wing Lung Bank Limited, Morgan Stanley, Bank of China (Hong Kong) and HSBC act as the Joint Lead Managers and Joint Bookrunners in connection with the Bonds. Goldman Sachs and Agricultural Bank of China Limited Hong Kong Branch have been appointed as the Joint Global Coordinators in connection with the Bonds. 3

4 DEFINITIONS Bank of China (Hong Kong) Bank of China (Hong Kong) Limited Board the board of Directors of the Company Bonds the US$500,000, per cent. senior bonds due 2017 CITIC Securities International CITIC Securities Corporate Finance (HK) Limited Company connected persons Consolidated Net Worth Directors Equity Interest Purchase Undertaking Goldman Sachs Group Guodian China Longyuan Power Group Corporation Limited, a joint stock company incorporated in the PRC with limited liability and whose H shares (stock code: 00916) are listed on the Main Board of the Stock Exchange has the meaning ascribed thereto under the Listing Rules the excess of total assets of the Issuer and its consolidated subsidiaries over total liabilities of the Issuer and its consolidated subsidiaries, total assets and total liabilities, each to be determined in accordance with Hong Kong Financial Reporting Standards as issued by the Hong Kong Institute of Certified Public Accountants consistently applied the directors of the Company the deed of equity interest purchase undertaking to be entered into between the Company and the Trustee dated on or about 3 October 2014 Goldman Sachs (Asia) L.L.C. the Company and its subsidiaries China Guodian Corporation 4

5 Hong Kong HSBC Independent Third Party(ies) The Hong Kong Special Administrative Region of the PRC The Hongkong and Shanghai Banking Corporation Limited parties independent of the Group and its connected persons Issuer Joint Lead Managers and Joint Bookrunners Keepwell Deed Listing Rules Morgan Stanley PRC Securities Act Stock Exchange Subscription Agreement Hero Asia Investment Limited, a company incorporated in Hong Kong Goldman Sach, Agricultural Bank of China Limited Hong Kong Branch, CITIC Securities International, Wing Lung Bank Limited, Morgan Stanley, Bank of China (Hong Kong) and HSBC the keepwell deed to be entered into between the Issuer, Company and the Trustee dated on or about 3 October 2014 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Morgan Stanley & Co. International plc the People s Republic of China the United States Securities Act of 1933, as amended The Stock Exchange of Hong Kong Limited the subscription agreement dated 24 September 2014 entered into between the Issuer, the Company and the Joint Lead Managers and Joint Bookrunners in relation to the Bonds 5

6 Trust Deed Trustee U.S. or United States US$ the trust deed to be entered into between the Issuer, the Company and the Trustee in relation to the Bonds dated on or about 3 October 2014 The Bank of New York Mellon, London Branch the United States of America U.S. dollar, the lawful currency of the United States % per cent. By Order of the Board China Longyuan Power Group Corporation Limited* Li Enyi Executive Director Beijing, PRC, 25 September 2014 As at the date of this announcement, the non-executive directors of the Company are Mr. Qiao Baoping, Mr. Wang Baole, Mr. Shao Guoyong and Mr. Chen Jingdong; the executive directors are Mr. Li Enyi and Mr. Huang Qun; and the independent nonexecutive directors are Mr. Zhang Songyi, Mr. Meng Yan and Mr. Han Dechang. * For identification purpose only 6