China Energy Development : Announcements and Notices - Inside Information Possible Equity Fund-raising

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.

(Incorporated in the Cayman Islands with limited liability)

INSIDE INFORMATION

POSSIBLE EQUITY FUND-RAISING

This announcement is made by the board of directors (the ''Board'') of China Energy Development Holdings Limited (the ''Company'') pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Law of Hong Kong).

POSSIBLE EQUITY FUND-RAISING

Reference is made to the uncertainty of going concern as the basis of disclaimer in the consolidated financial statements of the Group for the year ended 31 December 2016. As disclosed in the Annual Report 2016 of the Company, the Board is of the view that an equity fund raising involving possibly the issue of new shares of the Company (''Possible Equity Fund-raising'') at the size of HK$400 million or above would be sufficient for the Group to repay its debtors and further expand the business of the Group.

The Board wishes to inform shareholders that the Company is currently in preliminary negotiation with independent financial institutions in relation to the Possible Equity Fund- raising, but no binding agreement has been entered into by the Company with any financial institutions in relation thereto up to the date of this announcement.

Reference is made to the Company's announcements dated 25 June 2015 and 18 August 2015 relating to the grant of the injunction order (the ''Injunction Order'') by the Grand Court of the Cayman Islands against the Defendants (including UK Prolific) to restrain them from, inter alia, disposing of or exercising any rights and powers (including voting rights) in respect of 1.86 billion issued shares in the Company (''Shares'') and converting convertible bonds representing 13,366,190,476 underlying Shares. In compliance with the terms attached to the Injunction Order, in order for the Company to proceed with the Possible Equity Fund-raising, the Company intends to apply for leave of the Cayman Court to consent to the Possible Equity Fund-raising.

* For identification purposes only

The Company will make further announcement(s) in accordance with the requirements of the Listing Rules if and when the Possible Equity Fund-raising materializes.

The Possible Equity Fund-raising may or may not materialize. Shareholders of the Company and potential investors should exercise caution when dealing in the securities of the Company.

By order of the Board

China Energy Development Holdings Limited Zhao Guoqiang

Chief Executive Officer & Executive Director

Hong Kong, 26 April 2017

As at the date of this announcement, the Board comprises Mr. Zhao Guoqiang (Chief Executive Officer and alternate director to Dr. Gu Quan Rong) as executive director; Dr. Gu Quan Rong and Ms. Ngan Mei Ying as non-executive directors; and Mr. Zong Ketao, Mr. Cheng Chun Ying and Mr. Lee Man Tai as independent non-executive directors.