China Power New Energy Development CoLtd : Announcements and Notices - Further Announcement-memorandum of understanding/announcement Pursuant to Rules 3.7 and 3.8 of the Takeovers Code

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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 party of the contents of this announcement.

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 New Energy Development Company Limited

中國電力新能源發展有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 0735)

FURTHER ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING

ANNOUNCEMENT PURSUANT TO RULES 3.7 AND 3.8 OF THE TAKEOVERS CODE

Reference is made to the announcement (the "Announcement") of China Power New Energy Development Company Limited (the "Company") dated 30 December 2015 regarding the MOU entered into between the Company and SPIC. Unless otherwise specified, capitalised terms used in the Announcement have the same respective meanings when used herein.

This announcement is made by the Company pursuant to Rules 3.7 and 3.8 of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code").

IMPLICATIONS OF THE MOU UNDER THE TAKEOVERS CODE

While the transaction contemplated under the MOU (the "Possible Transaction") remains in a preliminary stage and subject to further negotiations and full documentation which may or may not materialise, should the Possible Transaction proceed, it may result in SPIC (which, as at the date of this announcement, holds indirectly through its wholly-owned subsidiaries an aggregate of approximately 28.07% of the issued share capital of the Company) and its subsidiaries (the "SPIC Group") holding in aggregate 30% or more of the voting rights of the Company, which may give rise to an obligation for the SPIC Group to make a mandatory general offer for the shares in the Company under Rule 26.1 of the Takeovers Code and a possible application by

SPIC Group to the Securities and Futures Commission for a whitewash waiver from such offer obligation pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcements setting out the progress of the Possible Transaction will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

In compliance with Rule 3.8 of the Takeovers Code, respective associates (including, amongst others, persons holding 5% or more of a class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)) of the Company and SPIC are hereby reminded to disclose their dealings in the securities of the Company pursuant to the requirements of the Takeovers Code. As at the date of this announcement, the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company comprises 11,866,334,172 ordinary shares. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

"Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."

There is no assurance that any offer will be made for the shares of the Company or any whitewash waiver will be sought or if sought will be obtained. Further, there is no assurance that the Possible Transaction will materialise or eventually be consummated. Shareholders and potential investors of the Company are reminded that the terms of the Possible Transaction are subject to further discussions between the parties, and the relevant transactions are subject to regulatory and governmental approvals. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the shares and other securities of the Company, and should seek professional advice if there is any doubt about their position.

By Order of the Board

China Power New Energy Development Company Limited

Wang Binghua Chairman

Hong Kong, 8 January 2016

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. Wang Zhongtang, Mr. Zhao Xinyan, Mr. He Hongxin and Mr. Qi Tengyun; three non-executive directors, namely Mr. Wang Binghua, Mr. Bi Yaxiong and Mr. An Luming; 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.

* For identification purposes only