PDF《RELATIONSHIP WITH GUODIAN GROUP》

OVERVIEW The Company was established as a joint stock company with limited liability under the Company Law on July 9, 2009.

Pursuant to the Reorganization Agreement, Guodian transferred to the Company substantially all the assets, liabilities and equity interests Guodian owned through the Company'

s predecessor, CLEPG, save for interests in certain entities which were transferred from CLEPG to Guodian at nil consideration. For details of the Reorganization, please see the section headed History, Reorganization and Corporate Structure ― Reorganization. DELINEATION OF BUSINESS AND COMPETITION Business Retained by Guodian We undertook the Reorganization which was implemented by way of a conversion of CLEPG from a wholly state-owned enterprise to a joint stock company with substantially all the original businesses being retained. The conversion did not affect the respective lines of businesses originally undertaken by the Company but to vest our core businesses and assets in the Company and delineate our businesses from those of Guodian. Immediately following the Reorganization, our core business is wind power while Guodian is principally engaged in the coal power and hydro-power businesses. Certain overlapping businesses between the Company and Guodian have never been owned by the Company. The following businesses will continue to be retained or operated by Guodian after the conversion. Save for the retained businesses referred to below, there is no other business retained or operated by Guodian which will compete or is likely to compete with our core business. The retained businesses principally include: ? five wind farms;

? various coal power plants, including five coal power plants in Jiangsu;

? various other renewable energy power plants;

and ? 53.42% equity interest in GD Power, the A shares of which are listed on the Shanghai Stock Exchange. GD Power is principally engaged in the development and investment of coal power plants and hydro power plants. It also engages in wind power business and other renewable energy businesses, (collectively, the Retained Business ). Guodian Guodian'

s power generation business principally comprises the coal power business and hydro power business. As at

31 July 2009, Guodian'

s coal power business had a consolidated installed capacity of 66.88 GW, representing approximately 89.2% of the aggregate consolidated installed capacity of Guodian, according to Guodian'

s website. Guodian'

s coal power plants are widely distributed in

26 provinces, municipalities and autonomous regions in the PRC, with five coal power plants located in Jiangsu, according to Guodian'

s website. The consolidated installed capacity of Guodian'

s coal power business was 11.61GW, 6.94GW, 5.87GW, 22.72GW, 9.79GW and 9.95GW in North China, Northeast China, Northwest China, East China (including our Company'

s two coal power plants), Central China and Other Regions, respectively, according to Guodian'

s website. Its wind power business was at an early stage of development with all the wind farms were still under construction as at the Latest Practicable Date. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained herein is incomplete and subject to change and it must be read in conjunction with the section headed Warning on the cover of this Web Proof Information Pack. RELATIONSHIP WITH GUODIAN GROUP ―

131 ― To strengthen the delineation of the business between the Company and Guodian in respect of wind power business, the Company and Guodian entered into the Non-Competition Agreement under which the Company was granted the options for new business opportunities, as well as the options and pre-emptive rights to acquire Guodian'