Bond Code: 122152 Bond Abbreviation: 12 GD 02

Stock code: 600795 Stock abbreviation: GDPD / No.: L. 2018-09

Bond code: 122152 Bond abbreviation: 12 GD 02

Bond code: 122493 Bond abbreviation: 14 GD 03

GD Power Development Co., Ltd.

Announcement on the Resolutions of the 51st Conference of the Seventh Board of Directors

The Board of Directors and all directors of the Board of our company guarantee that all contents of the Announcement does not have any false record, misleading statement or major omission and assume the joint and several liabilities for its truthfulness, accuracy and completeness.

The notice of the 51st Conference of the Seventh Board of Directors of GD Power Development Co., Ltd. (hereinafter referred to as “the Company”) was delivered to the Company’s directors and supervisors by hand or by correspondence on Sunday, February 11, 2018. The meeting was held on Thursday, March 1, 2018, in the form of on-site meeting. The number of directors of the meeting supposed to attend shall be 11, and the number of actual attending directors was 11. The supervisors and senior executives of the Company attended the meeting, which can meet the regulations of the Company Law of the People's Republic of China and Articles of Association of the GD Power Development Co., Ltd.. All proposals were deliberated andpassed by unanimously and the following resolutions were made:

I.Approved the Proposal on the Major Assets Reorganization and Related Transaction for Capital Contributions to Establish Joint Venture

We hereby give our consent that the Company and China Shenhua Energy Company Limited (hereinafter referred to as “China Shenhua”, "the Transaction Counterparty", the Company and China Shenhua jointly referred to as the "joint parties"), will respectively hold the related thermal power Company's equity and assets to establish the joint venture through asset restructuring. . After the establishment of the joint venture, GD Power Development Co., Ltd. will hold the controlling interests in the joint venture (hereinafter referred to as "this transaction").

(1)The transaction counterparty and transaction method

The counterparty of the Transaction is China Shenhua. According to the Official Reply of the SASAC on Approving the Reorganization and Establishment of Shenhua Group Co., Ltd. as Limited Company (GZGG [2004] No. 1005) in 2004, China Shenhua was solely initiated and set up as a joint-stock company by former China Shenhua Group Co., Ltd.(hereinafter referred to as "Shenhua Group", now renamed as China Energy Investment Group Co., Ltd., hereinafter referred to as "China Energy Group") on November 8, 2004 with its relevant assets, liabilities and equity that have been evaluated and approved by the State-owned Assets Supervision and Administration Commission of the State Council in 2004 (hereinafter referred to as “SASAC”). China Shenhua was listed on the Hong Kong Stock Exchange (Stock code of H-shares: 1088) and Shanghai Stock Exchange (Stock code of A-shares: 601088) in 2005 and 2007, respectively. At present, the main businesses of China Shenhua are the production and sales of coal and electricity, railways, ports and ship transportation and Methanol To Olefin. The basic information on its main businesses in 2014, 2015 and 2016 are as follows:

Coal production
(million tons) / Installed capacity
(10,000 kW) / Power generation
(100 million kWh) / Railway transport volume
(100 million tons km)
Year 2014 / 306.6 / 4,539.8 / 2,141.3 / 2,238
Year 2015 / 280.9 / 5,412.8 / 2,257.9 / 2,001
Year 2016 / 289.8 / 5,628.8 / 2,360.4 / 2,446
Operating incomes
(100 million yuan) / Total profit
(100 million yuan) / Net profit attributable to the parent company (100 million yuan) / Basic earnings per share (EPS)
(Yuan/share)
Year 2014 / 2,483.60 / 592.33 / 368.07 / 1.85
Year 2015 / 1,770.69 / 330.82 / 161.44 / 0.81
Year 2016 / 1,831.27 / 388.96 / 227.12 / 1.14

We hereby give our consent that GD Power and China Shenhua jointly set up a joint venture with the equity and assets of the relevant thermal power companies held respectively. After the establishment of the joint venture, GD Power Development Co., Ltd. will hold the controlling interests in the joint venture.

(II)Underlying asset

1.he underlying assets of GD Power

The underlying assets of GD Power in the Transaction include the shares of 17 companies including GD Power Datong Power Generation Co., Ltd., GD Power Dalian Zhuanghe Power Generation Co., Ltd.; the assets of 3 power plants, including GD Power Development Co., Ltd. Datong No.2 Power Plant and GD Power Development Co., Ltd. Dalian Development Zone Thermal Power Plant; the equities of 2 shareholding companies (namely Zhejiang Zheneng Beilun Power Generation Co., Ltd. and Zhejiang Zheneng Yueqing Power Generation Co., Ltd.). The above assets include the installed capacity in operation of 33,160 MW and the installed capacity under construction of 7,560 MW, as follows:

Unit: 10,000 kW

S.N. / Target company / Proportion of underlying equities / Installed capacity in operation / Installed capacity under construction
1 / Guodian Jiangsu Power Generation Co., Ltd. / 100% / 753 / 132
2 / Guodian Anhui Power Co., Ltd. / 100% / 322 / 132
3 / Guodian Xinjiang Power Generation Co., Ltd. / 100% / 361 / 132
4 / GD Power Datong Power Generation Co., Ltd. / 60% / 252 / I
5 / Guodian Inner Mongolia Dongsheng Thermal Power Co., Ltd. / 55% / 66 / I
6 / GD Power Dalian Zhuanghe Power Generation Co., Ltd. / 51% / 120 / I
7 / GD Power Chaoyang Thermal Power Generation Co., Ltd. / 100% / I / 70
8 / Guodian Jiangsu Jianbi Power Generation Co., Ltd. / 100% / 66 / I
9 / Guodian Zhejiang Beilun No. 1 Power Co., Ltd. / 70% / 120 / I
10 / Guodian Zhejiang Beilun No. 3 Power Co., Ltd. / 50% / 200 / I
11 / Guodian Ningxia Shizuishan Power Generation Co., Ltd. / 50% / 132 / I
12 / Guodian Dawukou Thermal Power Co., Ltd. / 60% / 66 / 70
13 / GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd. / 100% / I / 20
14 / GD Power Jiuquan Power Generation Co., Ltd. / 100% / 66 / I
15 / Guodian Shizuishan First Power Generation Co., Ltd. / 60% / 68 / I
16 / Shanghai Waigaoqiao No.2 Power Generation Co., Ltd. / 40% / 72 / I
17 / GD Zheneng Ningdong Power Generation Co., Ltd. / 51% / I / 200
18 / GD Power Datong Second Power Plant / I / 120 / I
19 / GD Power Dalian Development Zone Thermal Power Plant / I / 70 / I
20 / GD Power Development Co., Ltd. Dawukou Branch / I / I / I
21 / Zhejiang Zheneng Beilun Power Generation Co., Ltd. / 49% / 198 / I
22 / Zhejiang Zheneng Yueqing Power Generation Co., Ltd. / 23% / 264 / I
Total / 3,316 / 756

Note: The above installed capacity statistics are as of September 30, 2017.

2.The underlying assets of China Shenhua

The underlying assets of China Shenhua in the Transaction include the shares of 14 companies including Shenhua Guohua International Power Co., Ltd. and Guohua Taicang Power Generation Co., Ltd., the assets of 3 power plants, including Shenhua Shendong Power Co., Ltd. Salaqi Power Plant and Shenhua Shendong Power Co., Ltd. Shangwan Thermal Power Plant, and the equity of a shareholding company (namely Zhejiang Zheneng Jiahua Power Co., Ltd.). The above assets include the installed capacity in operation of 33,130 MW and the installed capacity under construction of 3,300 MW, as follows:

Unit: 10,000 kW

S.N. / Target company / Proportion of underlying equities / Installed capacity in operation / Installed capacity under construction
1 / Guohua Taicang Power Generation Co., Ltd. / 50% / 126 / I
2 / Jiangsu Guohua Chenjiagang Power Generation Co., Ltd. / 55% / 132 / I
3 / Guohua Xuzhou Power Generation Co., Ltd. / 100% / 200 / I
4 / Inner Mongolia Guohua Hulunbeier Power Generation Co., Ltd. / 80% / 120 / I
5 / Ningxia Guohua Ningdong Power Generation Co., Ltd. / 100% / 66 / I
6 / Shenhua Guohua Ningdong Power Generation Co., Ltd. / 56.77% / 66 / 66
7 / Zhejiang Guohua Zheneng Power Generation Co., Ltd. / 60% / 449 / I
8 / Shenhua Guohua (Zhoushan) Power Generation Co., Ltd. / 51% / 91 / I
9 / Zhejiang Guohua Yuyao Gas-fired Power Co., Ltd. / 80% / 78 / I
10 / Shenhua Guohua International Power Co., Ltd. / 70% / 744 / I
11 / Shenwan Energy Co., Ltd. / 51% / 460 / 132
12 / Baode Shendong Power Generation Co., Ltd. / 91.30% / 27 / I
13 / Shenhua Shendong Power Shanxi Hequ Power Generation Co., Ltd. / 80% / 70 / I
14 / Shendong Power Xinjiang Zundong Wucaiwan Power Generation Co., Ltd. / 100% / 70 / 132
15 / Shenhua Shendong Salaqi Power Plant / I / 60 / I
16 / Shenhua Shendong Shangwan Thermal Power Plant / I / 30 / I
17 / Shenhua Shendong Xinjiang Midong Thermal Power Plant / I / 60 / I
18 / Zhejiang Zheneng Jiahua Power Co., Ltd. / 20% / 464 / I
Total / 3,313 / 330

Note: The above installed capacity statistics are as of September 30, 2017. After the end of the period, #4 Unit of the Shenhua Guohua Ningdong Power Generation Co., Ltd. was put into operation （660,000 kilowatts）from under construction at the end of December 2017 and the Sanhua Power Plant, a subsidiary of Shenhua Guohua International Power Co., Ltd., expanded capacity in October 2017 by 30000 kilowatts.

(III)Evaluation value, transaction amount and proportion of equity

According to the results of the audit and evaluation issued by the Ruihua Certified Public Accountants (Special General Partnership) (hereinafter referred to as “Ruihua”), KPMG Huazhen Certified Public Accountants (Special General Partnership) (hereinafter referred to as “KPMG”) and Beijing Zhongqihua Assets Assessment Co., Ltd. (hereinafter referred to as “Zhongqihua”), on June 30, 2017, the base date, for the underlying assets of GD Power, the book value of the net assets totaled to 38,956,605,200 yuan, the evaluation value totaled to 5,125,387,500 yuan, the evaluation value-added rate was 31.57%, and the equity evaluation value was 37,744.9211,200 yuan; for the underlying assets of China Shenhua, the book value of the net assets totaled to 3,844,618,100 yuan, the evaluation value totaled to 4,657,408,180 yuan, the evaluation value-added rate was 21.15%, and the equity evaluation value was 27,770,389,900 yuan. The details as follows:

Unit: CNY 10,000

Name / Proportion of shareholding / Evaluation
method / Net assets
Book value / Net assets
Evaluation value / Value-added ratio / Equity evaluation value
Underlying assets of GD Power
Guodian Jiangsu Power Generation Co., Ltd. / 100% / Assets
Basic Law / 583,608.94 / 966,672.39 / 65.64% / 966,672.39
Guodian Anhui Power Co., Ltd. / 100% / Assets
Basic Law / 235,172.43 / 270,433.59 / 14.99% / 270,433.59
Guodian Xinjiang Power Generation Co., Ltd. / 100% / Assets
Basic Law / 319,950.61 / 284,585.29 / -11.05% / 284,585.29
GD Power Datong Power Generation Co., Ltd. / 60% / Assets
Basic Law / 232,729.61 / 243,173.69 / 4.49% / 145,904.21
Guodian Inner Mongolia Dongsheng Thermal Power Co., Ltd. / 55% / Assets
Basic Law / 65,903.60 / 36,945.66 / -43.94% / 20,320.11
GD Power Dalian Zhuanghe Power Generation Co., Ltd. / 51% / Assets
Basic Law / 79,637.32 / 71,208.85 / -10.58% / 36,316.51
GD Power Chaoyang Thermal Power Generation Co., Ltd. / 100% / Assets
Basic Law / 59,621.86 / 61,179.12 / 2.61% / 61,179.12
Guodian Jiangsu Jianbi Power Generation Co., Ltd. / 100% / Assets
Basic Law / 75,287.74 / 133,667.71 / 77.54% / 133,667.71
Guodian Zhejiang Beilun No. 1 Power Co., Ltd. / 70% / Assets
Basic Law / 181,754.23 / 388,515.75 / 113.76% / 271,961.03
Guodian Zhejiang Beilun No. 3 Power Co., Ltd. / 50% / Assets
Basic Law / 222,830.44 / 262,080.99 / 17.61% / 131,040.50
Guodian Ningxia Shizuishan Power Generation Co., Ltd. / 50% / Assets
Basic Law / 112,155.75 / 191,404.18 / 70.66% / 95,702.09
Guodian Dawukou Thermal Power Co., Ltd. / 60% / Assets
Basic Law / 41,454.83 / 37,723.45 / -9.00% / 22,634.07
GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd. / 100% / Assets
Basic Law / 20,041.74 / 20,346.46 / 1.52% / 20,346.46
GD Power Jiuquan Power Generation Co., Ltd. / 100% / Assets
Basic Law / 47,563.86 / 40,137.38 / -15.61% / 40,137.38
Guodian Shizuishan First Power Generation Co., Ltd. / 60% / Assets
Basic Law / 40,197.47 / 26,888.43 / -33.11% / 16,133.06
Shanghai Waigaoqiao No.2 Power Generation Co., Ltd. / 40% / Assets
Basic Law / 409,242.83 / 432,964.25 / 5.80% / 173,185.70
GD Zheneng Ningdong Power Generation Co., Ltd. / 51% / Assets
Basic Law / 83,600.00 / 90,739.47 / 8.54% / 46,277.13
GD Power Dalian Development Zone Thermal Power Plant / - / Assets
Basic Law / 434,416.95 / 407,138.87 / -6.28% / 407,138.87
GD Power Datong Second Power Plant / - / Assets
Basic Law / 77,270.76 / 249,377.13 / 222.73% / 249,377.13
GD Power Development Co., Ltd. Dawukou Branch / - / Assets
Basic Law / -509.84 / 8,955.19 / - / 8,955.19
Zhejiang Zheneng Beilun Power Generation Co., Ltd. / 49% / Assets
Basic Law / 341,404.05 / 521,816.02 / 52.84% / 255,689.85
Zhejiang Zheneng Yueqing Power Generation Co., Ltd. / 23% / Assets
Basic Law / 232,125.34 / 379,433.63 / 63.46% / 87,269.73
Total / - / - / 3,895,460.52 / 5,125,387.50 / 31.57% / 3,744,927.12
Underlying assets of China Shenhua
Guohua Taicang Power Generation Co., Ltd. / 50% / Assets
Basic Law / 273,543.92 / 274,117.95 / 0.21% / 137,058.98
Jiangsu Guohua Chenjiagang Power Generation Co., Ltd. / 55% / Assets
Basic Law / 167,235.00 / 84,597.76 / -49.41% / 46,528.77
Guohua Xuzhou Power Generation Co., Ltd. / 100% / Assets
Basic Law / 249,488.87 / 279,016.05 / 11.84% / 279,016.05
Inner Mongolia Guohua Hulunbeier Power Generation Co., Ltd. / 80% / Assets
Basic Law / 109,026.78 / 94,261.53 / -13.54% / 75,409.22
Ningxia Guohua Ningdong Power Generation Co., Ltd. / 100% / Assets
Basic Law / 32,183.08 / 32,537.05 / 1.10% / 32,537.05
Shenhua Guohua Ningdong Power Generation Co., Ltd. / 56.77% / Assets
Basic Law / 38,301.70 / 43,421.71 / 13.37% / 24,650.50
Zhejiang Guohua Zheneng Power Generation Co., Ltd. / 60% / Assets
Basic Law / 586,788.11 / 603,230.11 / 2.80% / 361,938.07
Shenhua Guohua (Zhoushan) Power Generation Co., Ltd. / 51% / Assets
Basic Law / 97,544.30 / 130,615.06 / 33.90% / 66,613.68
Zhejiang Guohua Yuyao Gas-fired Power Co., Ltd. / 80% / Assets
Basic Law / 40,702.80 / 38,716.81 / -4.88% / 30,973.45
Shenhua Guohua International Power Co., Ltd. / 70% / Assets
Basic Law / 615,349.30 / 852,099.21 / 38.47% / 596,469.45
Shenwan Energy Co., Ltd. / 51% / Assets
Basic Law / 613,180.85 / 976,215.63 / 59.21% / 497,869.97
Baode Shendong Power Generation Co., Ltd. / 91.30% / Assets
Basic Law / 17,661.62 / 15,929.93 / -9.80% / 14,544.03
Shenhua Shendong Power Shanxi Hequ Power Generation Co., Ltd. / 82.65% / Assets
Basic Law / 55,723.63 / 62,166.31 / 11.56% / 51,380.46
Shendong Power Xinjiang Zundong Wucaiwan Power Generation Co., Ltd. / 100% / Assets
Basic Law / 144,453.30 / 141,541.33 / -2.02% / 141,541.33
Shenhua Shendong Salaqi Power Plant / - / Assets
Basic Law / 87,049.81 / 97,427.82 / 11.92% / 97,427.82
Shenhua Shendong Shangwan Thermal Power Plant / - / Assets
Basic Law / 55,720.99 / 59,776.09 / 7.28% / 59,776.09
Shenhua Shendong Xinjiang Midong Thermal Power Plant / - / Assets
Basic Law / 102,649.81 / 103,626.52 / 0.95% / 103,626.52
Zhejiang Zheneng Jiahua Power Co., Ltd. / 20% / Assets
Basic Law / 557,582.15 / 768,111.31 / 37.76% / 153,622.26
Total / - / - / 3,844,186.01 / 4,657,408.18 / 21.15% / 2,770,983.69

Note: The equity ratio of Hequ Power Power held by China Shenhua in the above table is 82.65%, which is the ratio of paid-in registered capital of each shareholder of Hequ Power Power as of the evaluation base date.

The asset valuation transaction pricing is mainly used to determine the equity ratio of joint venture parties in the joint venture. Based on the above evaluation results and after being confirmed by the joint venture parties, the registered capital of the joint venture is 10 billion yuan: GD Power's capital contribution is 5,747,357,900 yuan and holds 57.47% equity of the joint venture; China Shenhua's capital contribution is 4,252,642,100 yuan and holds 42.53% equity of the joint venture.

(IV)Transitional arrangements

1.Accumulated undistributed profits of the underlying assets as of the evaluation base date are owned by the joint venture. During the transitional period, the gains and losses arising from the underlying assets in the normal operation are owned or assumed by the joint venture.

2.During the transitional period, except for the gains and losses arising from normal operations, if the equity of the underlying asset is reduced due to reduction of the underlying asset, this equity change, profit distribution, and other reasons, the corresponding joint venture party shall use cash or other methods permitted by laws and regulations to supplement the amount of funds corresponding to the reduction in the equity of the underlying asset; if the equity of the underlying asset increases due to the capital increase of the underlying asset, this equity change and other reasons, the equity shall be returned by the joint venture in cash or by other means permitted by laws and regulations to the corresponding joint venture party, thus to ensure the joint venture parties hold the equity of the joint venture according to the agreed shareholding ratio.

3.With the settlement date as the audit base date, the supplemental auditing of the target companies will be carried out on the settlement date, thus to distinguish the amount of gains and losses during the transitional period due to normal operations and other reasons other than normal operations.

(V)Credits and debts disposal

1.If the underlying asset is the equity of a thermal power company, its credits and debts will continue to be borne by the company following the transaction.

2.If the underlying asset is a non-equity asset, according to the principle of “debts go with assets”, the credits and debts will be transferred to and undertaken by the joint venture from the settlement date.

(VI)Labor and personnel

1.If the underlying asset is the equity of a thermal power company,it does not involve the transfer of labor relations and the employee’s wages and benefits continue to be borne by the original company involved.

2.If the underlying asset is a non-equity asset, according to the principle of “debts go with assets”, the labor relations of the relevant production and management personnel of the aforementioned assets will be inherited by the joint venture and the employees' wages and benefits will be undertaken by the joint venture or joint venture branch.

(VII)Relevant arrangements for transfer of ownership and responsibility of default

From the effective date of the transaction agreement, the joint venture parties will jointly establish a joint venture as soon as possible and GD Power will take the lead in handling the name pre-approval and industrial and commercial registration. From the settlement date (referring to the last day of the month when the industrial and commercial registration of the joint venture involved in the establishment of the joint venture by the joint venture with the underlying assets is completed), the joint venture parties shall proceed with the relevant procedures for the transfer of the underlying assets to the joint venture as soon as possible.

If any party violates its statement, guarantee, promise or misrepresents and does not perform any of its responsibilities and obligations under the transaction agreement, it shall constitute a breach of contract, and the defaulting party shall continue to perform its obligations and take remedial measures at the request of the other party, or give it full, timely, adequate and effective compensation. If the transaction agreement cannot be effective or cannot be completed due to the fault of other than the joint venture parties, neither party shall have to bear the responsibilities for breach of contract.

(VIII)Validity period of the joint venture plan

The joint venture plan will be valid within 12 months from the date of the approval in the shareholders' meeting of the Company.

This proposal involved in the related transaction. Independent directors Li Xiuhua, Gao Debu, Xiao Xiangning, and Lv Yuegang gave prior approval and proposed the opinions of independent directors. Affiliated directors Qiao Baoping, Zhang Guohou, Gao Yu and Mi Shuhua avoided the voting. Non-affiliated directors agreed on the relevant sub-proposal in this proposal item by item.

This proposal shall be submitted to the general meeting of shareholders for deliberation.

II.Approved the Proposal on the Report (Draft) and Summary of GD Power Development Co., Ltd. on the Major Assets Reorganization and Related Transaction for Capital Contributions to Establish Joint Venture

We hereby give our consent to the Company that the Company can prepare disclosure documents on major assets reorganization report with respect to the major assets reorganization and related transaction for capital contributions to establish joint venture in accordance with the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 – Material Asset Restructurings of Listed Companies. For details, please refer to the Report (Draft) and Summary of GD Power Development Co., Ltd. on the Major Assets Reorganization and Related Transaction for Capital Contributions to Establish Joint Venture disclosed on the website of the Shanghai Stock Exchange （

This proposal involved in the related transaction. Independent directors Li Xiuhua, Gao Debu, Xiao Xiangning, and Lv Yuegang gave prior approval and proposed the opinions of independent directors. Affiliated directors Qiao Baoping, Zhang Guohou, Gao Yu and Mi Shuhua avoided the voting.

This proposal shall be submitted to the general meeting of shareholders for deliberation.