Stock code: 600795 Stock abbreviation: GDPD No.: L. 2015-38

Bond code: 122151 Bond abbreviation: 12 GD 01

Bond code: 122152 Bond abbreviation: 12 GD 02

Bond code: 122165 Bond abbreviation: 12 GD 03

Bond code: 122166 Bond abbreviation: 12 GD 04

Bond code: 122324 Bond abbreviation: 14 GD 01

GD Power Development Co., Ltd. Announcement on the Principal and Interests Repayment and Delisting of “12 GD 03”

The Board of Directors and all directors of the Board of our company hereby guarantee that all contents in the Announcement shall include no falsified description, misleading statement of major omission and shall assume the joint and several liabilities for the authenticity, accuracy and completeness of the contents.

Whereas, it is hereby notified that:

Hints about important contents:

l  Registration date of creditor’s right to be repaid with interest: July 20, 2015

l  Starting date of bond delisting: July 21, 2015

l  Maturity date of bond: July 23, 2015

l  Delisting date of bond: July 23, 2015

“12 GD 03” of GD Power Development Co., Ltd. (hereinafter referred to as the “current bond”) issued by GD Power Development Co., Ltd. on July 23, 2012 will pay interest incurred and principal of the current bond between July 23, 2014 and July 22, 2015 on July 23, 2015. In accordance with Prospectus for 2012 Corporate Bonds (Second Tranche) of GD Power Development Co., Ltd. (hereinafter referred to as to “Prospectus”) and Listing Announcement for 2012 Corporate Bonds (Second Tranche) of GD Power Development Co., Ltd. (hereinafter referred to as to “Listing Announcement”, relevant matters are publicized as follows:

I. Basic conditions of the current bond

1.  Name of bond: “12 GD 03” of GD Power Development Co., Ltd.

2.  Bond abbreviation and bond code: “12 GD 03” (122165)

3.  Issuing Corporate: GD Power Development Co., Ltd.

4.  Issuing scale: CNY3.3 Billion.

5.  Bond period: 3 years since date of issuing of the current bond.

6.  Issuing interest rate: coupon rate is 4.22%.

7.  Authority approving bonds issuance and document number: subject to regulatory approval of CSRC [2012] No. 756 document.

8.  Type of bond: real-name book-entry corporate bonds.

9.  Interest bearing period: from July 23, 2012 to July 22, 2015

10.  Interest payment date: every July 23 from 2013 to 2015. If such day falls on legal holiday or rest day, it may be postponed to the following 1st business day; interest shall not be otherwise calculated on every payment with interest.

11.  Maturity date: Maturity date of the current bond is July 23, 2015. If such day falls on legal holiday or rest day, it may be postponed to the following 1st business day; interest shall not be otherwise calculated on such delay.

12.  Credit rating: it is assessed and evaluated by United Ratings Co., Ltd. comprehensively that credit rating of company subject and the current bond is AAA respectively.

13.  Listing time and place: the current bond is listed for transactions at Shanghai Stock Exchange on August 13, 2012.

14.  Registration, trusteeship, entrustment of bond interests distribution and repayment institution: Shanghai Branch of China Securities Depository and Clearing Corporation Limited.

II. Principal and interest repayment plan

In accordance with Coupon Rate Announcement for 2012 Corporate Bonds (Second Tranche) of GD Power Development Co., Ltd., coupon rate of the current bond is 4.22%, each “12 GD 03” (face value CNY1,000) actual distributes interest of CNY42.20 (tax included), repayment of principal is CNY1,000.

III. Registration and repayment date of creditor’s rights with interest and repayment date of principal and interests

1. Registration date of creditor’s rights to be repaid with interest: July 20, 2015;

2. Starting date of bond delisting: July 21, 2015;

3. Repayment date of bond: July 23, 2015;

4. Bond delisting date: July 23, 2015.

IV. Objects for the repayment of principal and interests

Repayment objects this time are all the holders of “12 GD 03” that are registered at Shanghai Branch of China Securities Depository and Clearing Corporation Limited (“CSDC Shanghai branch”) as at the afternoon of July 20, 2015 when Shanghai Stock Exchanged is closed.

V. Repayment method of principal and interests

1. The Company has concluded the Agreement on Entrusting Agency of Bond and Interest Repayment with CSDC Shanghai branch and entrusted CSDC Shanghai Branch to perform bond and interests repayment. Where the Company fails to transfer the bond and interest repayment funds to bank account specified by CSDC Shanghai Branch on time and in full in accordance with bond and interests repayment agreement, CSDC Shanghai Branch will terminate entrusted agency of principal and interests repayment service in accordance with agreement and subsequent principal and interests repayment will be in the charge of the Company. Specific implementation matters are subject to public announcement of the Company. The Company shall, two (2) business days prior to interest payment date of this year, transfer the interests of bond this year to bank account designated by CSDC Shanghai Branch in full.

2. Upon the receipt of such amounts, CSDC Shanghai Branch shall remit the principal and interests of bond to corresponding repayment institutions (securities company or other institutions acknowledged by CSDC Shanghai Branch) via fund settlement system and investors may receive principal and interests to be repaid at corresponding repayment institutions.

VI. Descriptions on the payment of income tax of bond interests

(I) Descriptions on the payment of income tax of bond interests by individual

According to Individual Income Tax Law of the People's Republic of China, Regulations on Management of Corporate Bond and other relevant documents, individual investors of the current bond shall pay individual interest income tax for corporate bond, tax rate shall be 20% of the interest amount.

In accordance with Circular of the State Administration of Taxation on Strengthening the Work Relating to Withhold and remit tax of the Individual Income Tax from Interests of Enterprises Bond (G. S. H. [2003] No. 612), interest payment branches will be responsible for withholding and remitting personal income tax of bond interests of this period when paying interests to individuals holding bonds and the tax shall be added to local coffer. Where interest payment branches fail to perform the obligations of withhold and remit tax of personal income tax of the said bond interests, legal responsibilities resulting therefrom shall be borne by interest payment branches.

Instructions about collection and payment of personal income tax of bond interests of this period are described in the following:

1. Tax payer: individual investor of the current bond;

2. Object of taxation: interest income of the current bond;

3. Tax rate: 20% of interest amounts;

4. Collection link: individual income tax will be deducted by interest payment branches in full when individual investors receive interests at interest payment branches;

5. Obligor of withhold and remit tax: interest payment branches responsible for interest payment of the current bond.

(II) Descriptions on the payment of income tax of bond interests by non-resident enterprise

In accordance with Enterprise Income Tax Law of the People’s Republic of China and its implementation rules, Interim Measures for the Administration of Source-based Withholding of Enterprise Income Tax on Non-resident Enterprises (G. S. F. [2009] No. 3), Notice on Issues of Withholding and Remitting Enterprise Income Tax When Chinese Resident Enterprise Paying Dividend, Bonus and Interest to QFII (G. S. H. [2009] No. 47) and other relevant documents, 10% of enterprise income tax shall be paid by non-resident enterprises, such as qualified foreign institutional investor (hereinafter referred to “QFII”), for interests of the current bonds. Shanghai Branch of China Securities Depository and Clearing Corporation Limited will, based on tax rate of 10%, withhold the said enterprise income tax of related non-resident enterprises, distribute after-tax interests of bonds to non-resident enterprises and then return tax amounts to the issuer of bond. The issuer of bond will pay such amounts to local tax department.

(III) Descriptions on the payment of income tax of bond interests by other bond investors

For other bond investors, income tax of bond interest shall be paid by themselves.

VII. Related institutions of repayment of current bond with interest:

1.  Issuer: GD Power Development Co., Ltd.

Address: Building 19, Anyuan, Anhui Beili, Chaoyang District, Beijing

Legal representative: Chen Feihu

Contacts: Gao Zhenli, Xue Yuan

Tel.: 010-58682100, 010-58685108

Fax: 010-64829902

2. Sponsor and joint lead underwriter: China Merchants Securities Co., Ltd.

Registered Address: F38-F45, Building A, Jiangsu Mansion, Yitian Road, Futian District, Shenzhen

Legal Representative: Gong Shaolin

Contacts: Xiao Huaming

Tel.: 021-68407683

Fax: 021-68407987

P.C.: 200122

3. Joint lead underwriter: UBS Securities Co., Ltd.

Address: F12 and F15, Yinglan International Finance Centre, No. 7, Jinrong Street, Xicheng District, Beijing

Legal Representative: Liu Hong

Tel.: 010-58328888

Fax: 010-58328954

Joint lead underwriter: Great Wall Securities Co., Ltd.

Address: F9, Yangguang Mansion, No. 112, Xizhimenwai Street, Xicheng District, Beijing

Legal Representative: Huang Yaohua

Tel.: 010-88366060

Fax: 010-88366650

4. Trustee: Shanghai Branch of China Securities Depository and Clearing Corporation Limited

Address: China Insurance Building, No. 166, Lujiazui East Road, Shanghai

Contacts: Xu Ying

Tel.: 021-68870114

P.C.: 200120

GD Power Development Co., Ltd.

July 16, 2015

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