China Power New Energy Devlpmnt : Announcements and Notices - Announcement Pursuant to Rule 3.7 of the Takeovers Code - Update on the Possible Transaction and Close of Offer Period

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

China Power Clean Energy Development Company Limited 中國電力清潔能源發展有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 0735)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

UPDATE ON THE POSSIBLE TRANSACTION

AND

CLOSE OF OFFER PERIOD

Reference is made to the announcements of China Power New Energy Development Company Limited ("CPNE") dated 30 December 2015 and 8 January 2016, the announcement of China Power Clean Energy Development Company Limited (the "Company") dated 31 July 2017 and subsequent monthly update announcements regarding the Possible Transaction contemplated under the MOU entered into between CPNE and SPIC (the "Announcements"). Unless otherwise specified, capitalised terms used in the Announcements have the same respective meanings when used herein.

This announcement is made by the Company pursuant to Rule 3.7 of the Takeovers Code.

The Company wishes to announce that, on 23 July 2018 (after trading hours), it received a letter from SPIC informing the Company that, having regard to the time that had elapsed as from the signing of the MOU on 30 December 2015, SPIC considered there to be material uncertainty as to the obtaining of governmental and regulatory approvals in the PRC for the Possible Transaction and the related internal reorganisation of the SPIC Group, and SPIC had therefore decided not to proceed with the Possible Transaction. Accordingly, the offer period in relation to the Possible Transaction, which commenced on 8 January 2016, closed on 23 July 2018.

2

Pursuant to Rule 31.1(c) of the Takeovers Code, unless there is a material change of circumstances and with the consent of the Executive Director of the Corporate Finance Division of the Securities and Futures Commission, neither SPIC nor any person acting in concert with it may, within six months from the date on which the offer period in relation to the Possible Transaction closed (i.e. 23 July 2018), either announce an offer or possible offer for the Company (including a partial offer which could result in SPIC holding shares carrying 30% or more of the voting rights of the Company) or acquire any voting rights of the Company if SPIC or persons acting in concert with it would thereby become obliged under Rule 26 of the Takeovers Code to make an offer.

By Order of the Board

China Power Clean Energy Development Company Limited

Wang Binghua

Chairman

Hong Kong, 23 July 2018

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. Wang Fengxue, Mr. Zhao Xinyan, Mr. He Hongxin and Mr. Qi Tengyun; two non-executive directors, namely Mr. Wang Binghua and Mr. Zhou Jiong; and four independent non-executive directors, namely Mr. Chu Kar Wing, Dr. Li Fang, Mr. Wong Kwok Tai, and Ms. Ng Yi Kum.

All directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.