CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED *

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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. CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED * (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 00956) CONNECTED TRANSACTION-CAPITAL INCREASE AGREEMENT The Board of the Company announces that the Company has entered into the Capital Increase Agreement with HECIC, HECIC Water, HECIC Communications and JEI, pursuant to which the registered capital of the Group Finance Company will be increased from RMB500 million to RMB1 billion in accordance with their respective shareholdings in two phases. Pursuant to the Capital Increase Agreement, subject to the approval from the CBRC, the Company, HECIC, HECIC Water and HECIC Communications shall contribute RMB50 million, RMB300 million, RMB50 million and RMB50 million respectively to increase the registered capital of the Group Finance Company from RMB500 million to RMB950 million in the First Phase Capital Increase after the Capital Increase Agreement takes effect; and JEI shall contribute RMB50 million to increase the registered capital of the Group Finance Company from RMB950 million to RMB1 billion in the Second Phase Capital Increase before the end of The Group Finance Company has obtained approval from the CBRC in respect of the First Phase Capital Increase, and the shareholders who have subscribed the increased registered capital in the First Phase Capital Increase will make their respective capital contributions by the end of January HECIC and HECIC Water are the controlling shareholder and a substantial shareholder of the Company, respectively. JEI and HECIC Communications are subsidiaries of HECIC, and therefore, associates of HECIC. As such, pursuant to the Listing Rules, HECIC, HECIC Water, HECIC Communications and JEI are connected persons of the Company, and the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio of the Transaction exceeds 0.1% but is less than 5%, the capital increase is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from independent shareholders approval requirements. 1

2 Reference is made to the announcement of the Company dated 14 November 2012 with respect to the capital contribution agreement entered into between the Company, HECIC, HECIC Water, HECIC Communications and JEI to establish the Group Finance Company. The Board of the Company announces that the Company has entered into the Capital Increase Agreement with HECIC, HECIC Water, HECIC Communications and JEI, pursuant to which the registered capital of the Group Finance Company will be increased from RMB500 million to RMB1 billion in accordance with their respective shareholdings in two phases. Capital Increase Agreement Date 8 January 2015 Parties (1) the Company; (2) HECIC; (3) HECIC Water; (4) HECIC Communications; and (5) JEI. Major terms Pursuant to the Capital Increase Agreement, subject to the approval from the CBRC, the Company, HECIC, HECIC Water and HECIC Communications shall contribute RMB50 million, RMB300 million, RMB50 million and RMB50 million respectively to increase the registered capital of the Group Finance Company from RMB500 million to RMB950 million in the First Phase Capital Increase after the Capital Increase Agreement takes effect; and JEI shall contribute RMB50 million from RMB950 million to RMB1 billion in the Second Phase Capital Increase before the end of The Group Finance Company has obtained approval from the CBRC in respect of the First Phase Capital Increase, and the shareholders who have subscribed the increased registered capital in the First Phase Capital Increase will make their respective capital contributions by the end of January

3 The amounts to be contributed by each party are as follows: Before the The First Phase The Second Phase capital increase Capital Increase Capital Increase Additional Shareholding Additional Shareholding Shareholders of Method of Amount capital upon completion capital upon completion the Group Finance capital contributed contribution of the capital contribution of the capital Company contribution (RMB million) Shareholding (RMB million) injection (RMB million) injection The Company Cash 50 10% % 10% HECIC Cash % % 60% HECIC Communications Cash 50 10% % 10% HECIC Water Cash 50 10% % 10% JEI Cash 50 10% 5.26% 50 10% Each party shall exercise its rights as a shareholder of the Group Finance Company in accordance with the proportion of its capital contribution. Save for the aforementioned capital contribution to be paid by the Company to the registered capital of the Group Finance Company, the Company does not have any other capital commitment (whether in the form of share capital, loans or otherwise), guarantee or indemnity obligations under the Capital Increase Agreement. It is expected that the Company will make capital contribution to the Group Finance Company in cash with its own funding. The Group Finance Company The Group Finance Company is a non-banking financial institution regulated by the PBOC and the CBRC. Its principal business is to provide various financial services for the member companies of HECIC. Pursuant to the unaudited financial statements of the Group Finance Company prepared in accordance with the Generally Accepted Accounting Principles of the PRC, the unaudited net assets value of the Group Finance Company as at 30 June 2014 was approximately RMB4,139 million. The profit before and after taxation and any extraordinary and exceptional items as of each of the period were as follows: For each of the years ended 31 December (RMB million) Profit before taxation and extraordinary items (1) Profit after taxation and extraordinary items (1) (1) The Group Finance Company was established on 18 January 2013 and had not commenced business operations in

4 Reasons for and benefits of entering into the Capital Increase Agreement In order to meet regulatory requirements, to improve the capital adequacy ratio of the Group Finance Company and to further expand its business scope, the parties made capital contribution to increase the registered capital of the Group Finance Company pursuant to the Capital Increase Agreement. The Company believes that entering into the Capital Increase Agreement and the capital injection to the Group Finance Company will promote the development of the Group Finance Company so as to provide the Group with better services. The capital contribution made by the Company will also enable the Company to maintain its shareholding in the Group Finance Company. GENERAL Information of the Company The Company is one of the leading clean energy companies in Northern China. Its scope of business includes investment in exploration and utilization projects of natural gas, liquefied natural gas, compressed natural gas, coalbed methane and coal-made natural gas, etc.; investment in the development of new energy projects such as wind power, solar power, and nuclear energy projects, etc.; development of new energy technology and technical services. The Group is the largest distributor of natural gas in Hebei Province operating pipelines with a cumulative length of 1,291.5 kilometers, owning 25 urban gas projects, 10 distribution stations, four gate stations, three CNG refilling stations and two CNG primary filling stations. The sales volume of natural gas of the Group was 772 million cubic meters for the first half of As at 30 June 2014, the Group controlled and operated 23 wind farms, with a consolidated installed capacity of 1,481.3MW. In the first half of 2014, the gross power generation of the Group amounted to 1,414 million KWh. In addition, the Group operates two solar power generation projects with 21MW in total. HECIC Being one of the promoters and the controlling shareholder of the Company, HECIC directly holds approximately 40.4% equity interest in the Company and indirectly holds approximately 10.1% equity interest in the Company through HECIC Water. HECIC is a wholly state-owned enterprise approved by the People s Government of Hebei Province, primarily engaged in energy, transportation, commercial real estates and other infrastructure industries, infrastructures and pillar industries of Hebei Province. HECIC Water HECIC Water is a wholly-owned subsidiary of HECIC, and one of the promoters and a substantial shareholder of the Company, which directly holds 10.1% shares of the Company. Its major scope of business is investment in, operation and management of natural water, raw water, city drainage, sewage treatment, intermediate water, sea water desalination and other water projects and related ancillary facilities, as well as provision of relevant technical and advisory services. 4

5 HECIC Communications HECIC Communications is a non-wholly owned subsidiary of HECIC, which is primarily engaged in the project investment, assets operation, capital deployment, enterprise reorganization, etc. in railway, port, highway and aviation industries within Hebei Province, and undertakes or participates in the feasibility study, assessment, tendering, bidding for the relevant investment projects, and provides investment advisory services. JEI JEI is a company listed on the Shenzhen Stock Exchange (stock code: ), in which HECIC has a controlling interest. The principal business of JEI is investment in, construction, operation and management of energy projects mainly in power generation industry. IMPLICATION UNDER THE LISTING RULES HECIC and HECIC Water are the controlling shareholder and a substantial shareholder of the Company, respectively. JEI and HECIC Communications are subsidiaries of HECIC, and therefore, associates of HECIC. As such, pursuant to the Listing Rules, HECIC, HECIC Water, HECIC Communications and JEI are connected persons of the Company and the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio of the Transaction exceeds 0.1% but is less than 5%, the Transaction is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from independent shareholders approval requirement. Given that four Directors, namely Dr. Cao Xin, Dr. Liu Zheng, Mr. Zhao Hui and Mr. Qin Gang, hold positions in HECIC, they have abstained from voting on the resolutions of the Board approving the signing of the Capital Increase Agreement and the Transaction pursuant to the articles of association of the Company. Save for the above, none of the Directors has a material interest in the Capital Increase Agreement and the Transaction and, therefore, no other Director is required to abstain from voting on the relevant resolution of the Board. In view of the above, the Directors (including all independent non-executive Directors) are of the view that the Capital Increase Agreement and the Transaction were entered into on normal commercial terms, are fair and reasonable and in the interests of the Company and its shareholders as a whole. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below: associate(s) Board has the meaning ascribed thereto under the Listing Rules; the board of Directors of the Company; 5

6 Capital Increase Agreement CBRC Company connected person(s) controlling shareholder Director(s) First Phase Capital Increase Group Group Finance Company HECIC HECIC Communications HECIC Water the capital increase agreement entered into by the Company, HECIC, HECIC Water, HECIC Communications and JEI on 8 January 2015 in relation to the increase in the registered capital of the Group Finance Company; China Banking Regulatory Commission ( ); China Suntien Green Energy Corporation Limited ( ), a joint stock company incorporated in the PRC with limited liability on 9 February 2010, the H shares of which are listed on the Main Board of the Stock Exchange; has the meaning ascribed thereto under the Listing Rules; has the meaning ascribed thereto under the Listing Rules; the director(s) of the Company; subject to the approval from the CBRC, the increase of registered capital of the Group Finance Company by the Company, HECIC, HECIC Water and HECIC Communications contributing RMB50 million, RMB300 million, RMB50 million and RMB50 million, respectively; the Company and its subsidiaries; HECIC Group Finance Company Limited ( ), a limited liability company incorporated in the PRC, a non-banking financial institution under the supervision of the PBOC and the CBRC, and a subsidiary of HECIC; Hebei Construction & Investment Group Co., Ltd. ( ), a wholly state-owned enterprise incorporated in the PRC, and one of the promoters and the controlling shareholder of the Company, primarily engaged in the investment in and development of foundation, infrastructures and pillar industries of Hebei Province, such as energy, transportation, water supply and commercial real estates; HECIC Communications Investment Co., Ltd. ( ), a subsidiary of HECIC incorporated in the PRC and a connected person of the Company; HECIC Water Investment Co., Ltd. ( ), a subsidiary of HECIC incorporated in the PRC and one of the promoters and a substantial shareholder of the Company; 6

7 Hong Kong HK$ JEI Listing Rules PRC RMB Second Phase Capital Increase Stock Exchange subsidiaries Transaction the Hong Kong Special Administrative Region of the PRC; Hong Kong dollar, the lawful currency of Hong Kong; Jointo Energy Investment Co., Ltd. Hebei ( ), a company listed on the Shenzhen Stock Exchange (Stock Code: ) controlled by HECIC (formerly known as Shijiazhuang International Building (Group) Co., Ltd. ( )), and a connected person of the Company; the Rules Governing the Listing of Securities on the Stock Exchange; the People s Republic of China, excluding, for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region and Taiwan region; Renminbi, the lawful currency of the PRC; subject to the approval from the CBRC, the increase of registered capital of the Group Finance Company by JEI contributing RMB50 million; The Stock Exchange of Hong Kong Limited; has the meaning ascribed thereto under the Listing Rules; and the capital increase to the Group Finance Company pursuant to the Capital Increase Agreement. Shijiazhuang City, Hebei Province, the PRC, 8 January 2015 By order of the Board of China Suntien Green Energy Corporation Limited Gao Qing Yu Executive Director and President As at the date of this announcement, the Non-executive Directors of the Company are Dr. Cao Xin, Dr. Liu Zheng, Mr. Zhao Hui and Mr. Qin Gang; the Executive Directors of the Company are Mr. Gao Qing Yu and Mr. Wang Hong Jun; and the Independent Non-executive Directors of the Company are Mr. Qin Hai Yan, Mr. Ding Jun, Mr. Wang Xiang Jun and Mr. Yue Man Yiu Matthew. * For identification purposes only 7