PRICING SUPPLEMENT

12 March 2010

CLP Power Financing Limited

Issue of U.S.$500,000,000 4.75 per cent. Notes due 2020 (the “Notes”) Guaranteed by CLP Power Hong Kong Limited under the U.S.$2,500,000,000 Medium Term Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the “Conditions”) set forth in the Offering Circular dated 2 July, 2009 (the “Offering Circular”). This Pricing Supplement is supplemental to and must be read in conjunction with such Offering Circular.

1 (i) Issuer: CLP Power Hong Kong Financing Limited (ii) Guarantor: CLP Power Hong Kong Limited 2 (i) Series Number: 24 (ii) Tranche Number: 001 3 Specified Currency or United States Dollar (“U.S.$”) Currencies: 4 Aggregate Nominal Amount:

 Series: U.S.$500,000,000

 Tranche: U.S.$500,000,000 5 (i) Issue Price: 99.077 per cent. of the Aggregate Nominal Amount (ii) Net proceeds: U.S.$494,485,000 6 (i) Specified U.S.$100,000 each, and in multiple integrals of Denominations: U.S.$1,000 in excess thereof (in the case of Registered Notes, this means the minimum integral amount in which transfers can be made) (ii) Calculation Amount U.S.$1,000

7 (i) Issue Date and Interest 19 March 2010 Commencement Date: 8 Maturity Date: 19 March 2020 9 Interest Basis: 4.75 per cent. Fixed Rate 10 Redemption/Payment Basis: Redemption at par

A11700218 1 11 Change of Interest Basis or Not Applicable Redemption/Payment Basis 12 Put/Call Options: None 13 Listing: Hong Kong, expected listing date: 22 March 2010 14 Method of distribution: Syndicated

Provisions Relating to Interest (If Any) Payable 15 Fixed Rate Note Provisions Applicable (i) Rate(s) of Interest: 4.75 per cent. per annum payable semi-annually in arrear (ii) Interest Payment 19 March and 19 September, in each year up to and Date(s): including the Maturity Date (iii) Fixed Coupon U.S.$23.75 per Calculation Amount Amount(s): (Applicable to Notes in definitive form) (iv) Broken Amount(s): Not Applicable (Applicable to Notes in definitive form) (v) Day Count Fraction: 30/360 (vi) Determination Date(s): Not Applicable (vii) Other terms relating to None the method of calculating interest for Fixed Rate Notes: 16 Floating Rate Note Provisions Not Applicable 17 Zero Coupon Note Provisions Not Applicable 18 Index Linked Interest Note Not Applicable Provisions 19 Dual Currency Interest Note Not Applicable Provisions

Provisions Relating to Redemption 20 Issuer Call Not Applicable 21 Investor Put Not Applicable 22 Final Redemption Amount: U.S.$1,000 per Calculation Amount 23 Early Redemption Amount(s) U.S.$1,000 per Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if

A11700218 2 required or if different from that set out in Condition 8(e)):

General Provisions Applicable to the Notes 24 Form of Notes: Registered Notes: Regulation S Global Note (U.S.$500,000,000 nominal amount) 25 Additional Financial Centre(s) New York or other special provisions relating to Payment Dates: 26 Talons for future Coupons or Not Applicable Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature): 27 Details relating to Partly Paid Not Applicable Notes: amount of each payment comprising Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 28 Details relating to Instalment Notes: (i) Instalment Amount(s): Not Applicable (ii) Instalment Date(s): Not Applicable 29 Redenomination applicable: Redenomination not applicable 30 Other terms or special Not Applicable conditions: 30A Principal Paying Agent: Deutsche Bank AG, Hong Kong Branch

Distribution 31 (i) If syndicated, names of Barclays Bank PLC, Managers: Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited, and Standard Chartered Bank (Hong Kong) Limited (ii) Stabilising Manager (if The Hongkong and Shanghai Banking Corporation any): Limited 32 If non-syndicated, name of Not Applicable relevant Dealer:

A11700218 3

Appendix 1

The Offering Circular is hereby supplemented with the following information, which shall be deemed to be incorporated in, and to form part of, the Offering Circular. Save as otherwise defined herein, terms defined in the Offering Circular have the same meaning when used in this Appendix 1.

RECENT DEVELOPMENTS

1. DESCRIPTION OF THE ISSUER

Mrs. Yuen So Siu Mai Betty resigned as a director of the Issuer on 8 January 2010, and Mr. Richard Kendall Lancaster was appointed as a director of the Issuer on the same date.

The biographical details of Mr. Richard Kendall Lancaster are set out as follows:

Richard Kendall Lancaster, BE, Director

Mr. Lancaster is the Managing Director of CLP Power and has overall responsibility for the operations of the CLP Group’s Hong Kong business, which includes a vertically integrated electricity utility serving over 5.7 million people in and the New Territories of Hong Kong. Mr. Lancaster began his career with the Electricity Commission of New South Wales in and has over 25 years experience in the power industry and in other industrial operations in Australia, the United Kingdom and Hong Kong. He holds a bachelor degree in electrical engineering from the University of New South Wales. He joined CLP in 1992 and has served in various management positions in the operations, projects, commercial, and finance areas. Mr. Lancaster is also a director of Castle Peak Power Company Limited, Chairman of CLP Engineering Limited, a director of Hong Kong Pumped Storage Development Company, Limited and a number of other subsidiary companies of the CLP Group. He became Managing Director of CLP Power in 2010.

Capitalisation and Indebtedness of the Issuer

The following table sets out the capitalisation and indebtedness of the Issuer as at 31 December 2009 extracted from the audited financial statements of the Issuer as at 31 December 2009 and as adjusted to give effect to the issue of U.S.$500,000,000 4.75 per cent. Notes due 2020 (the “Notes”):

As at As at 31 December 31 December 2009 2009 Actual As adjusted (HK$ million) (HK$ million) Short-term debt...... — — Long-term debt ...... 12,068(1) 15,968(4)

Shareholders’ funds Share capital ...... — — Reserves...... — —

Total shareholders’ funds ...... — —

Total capitalisation(2) ...... 12,068 15,968 Total short-term debt and capitalisation ...... 12,068 15,968

A11700218 5 As at 31 December 2009, the Issuer had an authorised ordinary share capital of U.S.$50,000, divided into 50,000 ordinary shares of U.S.$1.00 par value each, of which 1 ordinary share had been issued and fully paid.

Note:

(1) Represents the outstanding amount of notes issued under the Programme, which comprises (i) U.S.$300 million 6.25 per cent. notes due 2012; (ii) various tranches of HK dollar notes totaling HK$8,290 million with coupon rates ranging from 2.25 per cent. to 5.00 per cent. per annum and due between 2012 to 2023; (iii) JPY15 billion 3.28 per cent. notes due 2024; and (iv) HK$230 million notes with a coupon rate of 3-month HIBOR plus 72.5 basis points due 2014.

(2) Capitalisation represents the sum of long-term debt and shareholders’ funds.

(3) For the period from 1 January 2010 to 12 March 2010, no notes have been issued under the Programme. There has been no other material change in the capitalisation and indebtedness of the Issuer since 31 December 2009.

(4) A rate of U.S.$1.00 to HK$7.80 was adopted for the Notes only for the conversion of U.S. dollars to Hong Kong dollars.

2. DESCRIPTION OF THE GUARANTOR

Performance of Electricity Business in Hong Kong

Meeting the Demand for Electricity

Overall, local sales in 2009 grew by 1.7 per cent., compared to only 0.3 per cent. in 2008. This growth, particularly in the residential sector, was primarily attributable to warmer weather which increased the cooling load and an improving economy. The decline in sales continued in the sector. Such sales now only represent 6.3 per cent. of CLP Power’s local total sales volume, compared to around 45 per cent. in 1976. This illustrated the scale and speed of Hong Kong’s transformation from a manufacturing- based economy towards a service-based economy in the past decades.

2009 Average Sales annual sales Number of Electricity increase / change over customers sales (decrease) 2005-2009 Notes on 2009 Sector (‘000) (GWh) over 2008 (%) (%) performance Residential 2,016 8,331 5.6 3.1 Warmer summer and cooler autumn compared to 2008 Commercial 184 12,488 1.4 2.4 Warmer summer and positive sentiment about the economic recovery Infrastructure 96 7,813 2.0 0.6 Commissioning of and public public facilities services Manufacturing 25 1,938 (12.0) (7.3) Sales reduction continued, particularly in the textile industry Total local 2,321 30,570 1.7 1.3 sales Export sales - 3,731 5.0 3.9 Notable growth in demand for electricity in Total Sales 2,321 34,301 2.0 1.6

A11700218 6 Sales to the Chinese mainland rose by 5 per cent. compared to 2008 levels, mainly driven by the strong demand growth as a result of the economic recovery in Guangdong during the second half of the year.

Overall, total unit sales by CLP Power in 2009, including sales to Guangdong, increased by 2.0 per cent. from 2008, as against a decrease of 1.1 per cent. in 2008.

Capital Investment

The largest capital investment currently underway in the electricity business in Hong Kong is the emissions control project at Castle Peak “B” . This HK$9 billion project is being commissioned in phases from 2009 to 2011. The work includes the installation of flue gas desulphurisation equipment, nitrogen oxides reduction plant and other facilities. Upon completion of the emissions control project, over 90 per cent. of SO2 emissions and over 50 per cent. of NOX emissions from Castle Peak “B” Power Station can be removed, while particulates can be further reduced from the existing low level. This resulting emissions performance is expected to be comparable to European Union standards. The timely and successful completion of this work is essential in order for CLP Power to comply with tightening emissions regulations. Currently, there are about 2,700 staff and contractors working on this project and works are progressing largely to schedule.

During 2009, CLP Power, together with CAPCO, invested approximately HK$7.8 billion in generation, transmission and distribution network, customer services and other supporting facilities - all aimed to enhance supply quality, reliability and customer service levels as well as to meet the demand created by ongoing infrastructure development projects.

CLP Power, together with CAPCO, have also taken forward the feasibility study for an offshore wind farm development in Hong Kong, involving an initial phase of 90MW with further potential expansion up to a total of 180MW. The Environmental Impact Assessment (“EIA”) study was presented for public consultation in June 2009. The EIA report was approved and the environmental permit was awarded by the Environmental Protection Department in August. The current stage of this project involves the collection of onsite environmental data as well as the review of the underlying business case for the project, including the quality of the wind resources.

Maximising Resources

Both CLP Power and CAPCO go to considerable lengths to save costs and enhance productivity.

For example, in their network operations, they have adopted the strategy of minimising the total life cycle cost of electrical equipment. This means that they calculate the total cost to customers of equipment over its entire working life, from initial capital investment through to operating and maintenance costs, costs of mid-life refurbishment and, ultimately, retirement or replacement. Their maintenance strategy is moving from basically routine preventive maintenance, which is based on the time between maintenance inspections, to more condition-based preventive maintenance which focuses on the latest performance condition of the equipment. This has been accompanied by the application of online monitoring technology. This allows them to assess the condition of equipment continuously so that maintenance can be carried out at the right time - striking the best balance between using the equipment to its maximum capability and minimising disruption from possible failure.

CLP Power and CAPCO are also in the process of applying smart grid technologies to their supply network in order to deliver clean energy, better services and value to customers. The fundamental concept of a “smart grid” is the integration of digital, telecommunication, information and metering technologies with the power system itself, so as to improve monitoring, analysis control and information collection capabilities. This is a long-term and challenging project. The enhanced capabilities which they seek include

A11700218 7 enhanced substation and network automation, self-healing and condition monitoring, improved network efficiency, flexible connections with renewable energy sources, electric vehicles and energy storage installation, as well as smart metering and advanced metering infrastructure for better connection with customers.

Implementing the MOU

The inter-governmental MOU contemplates the delivery of gas for electricity generation in Hong Kong from three sources:

• new gas fields planned to be developed in the South China Sea;

• the second West-to-East Gas Pipeline, bringing gas from Turkmenistan; and

• a LNG terminal to be located in Shenzhen that will supply Hong Kong.

All of these three sources are essential to the continued adequacy and reliability of Hong Kong’s electricity supply. Good progress was made on each in 2009. For example, preliminary arrangements are in place with China National Offshore Oil Corporation and PetroChina International Company for long-term gas supplies starting early this decade. Significant strides were made in the permitting, design, and commercial arrangements for a new pipeline necessary to deliver natural gas from new sources in the Chinese mainland. Work advanced on the preliminary design and PRC approval process for the Shenzhen LNG terminal, the shareholding structure for the terminal joint venture was agreed between PetroChina (51%), Shenzhen Gas (24%) and CLP group (25%), and the future terminal use arrangements are taking shape. The formal submission of the EIA was made in December 2009, in cooperation with the Environment Bureau. An area of concern remains to be the speed at which the Government will be able to issue the environmental and other necessary permits for the gas pipeline from the Shenzhen LNG terminal to the gas receiving station at Black Point Power Station - timing is becoming tight if security of gas supply is to be ensured.

Non-CAPCO Power Purchases/Storage Facilities

Guangdong Daya Bay Station

The MOU signed between the National Administration of Energy of the People’s Republic of China and the Government in August 2008 contemplated the ongoing supply of nuclear electricity to Hong Kong. Extensions of the Guangdong Daya Bay Nuclear Power Station joint venture and supply contracts were approved by the Government and signed in Beijing in the presence of the Vice President of the PRC, Mr. Xi Jinping and the Chief Executive of the HKSAR, Mr. Donald Tsang in September 2009. These contracts will enable the continued supply of non-carbon emitting electricity to Hong Kong for a further term of 20 years from 2014. Key terms can be highlighted as follows:

(a) the joint venture term of Guangdong Nuclear Power Joint Venture Company, Limited is extended for a period of 20 years from 7 May 2014 to 6 May 2034;

(b) CLP Power will continue to contract for 70 per cent. of the electricity output of Guangdong Daya Bay Nuclear Power Station for supply to Hong Kong;

(c) HKNIC will continue to be obliged to charge CLP Power the cost of purchase of nuclear electricity exactly the same as the amount that HKNIC is obliged to and does pay for such electricity; and

(d) the pricing mechanism of “cost plus profit” (that is, by a formula based on Guangdong Daya Bay Nuclear Power Station’s operating costs and a profit calculated by reference to shareholders’ funds and the capacity factor for the year) remains unchanged and has been approved by the Government of Hong Kong.

A11700218 8 Customer Service

Tariff Rates

With effect from 1 January 2010, CLP Power’s average Net Tariff is raised by 2.6 per cent. This adjustment is a net result of a rise of HK¢2.6 in Basic Tariff, partially offset by a reduction of HK¢0.3 Fuel Clause Charge in view of the downward movement of the coal price during 2009.

Biographical Details of Directors and Alternate Directors

Directors

Mr. Andrew Clifford Winawer Brandler ceased to be Vice Chairman of the Guarantor as of 4 January 2010.

Mrs. Yuen So Siu Mai Betty was elected as Vice Chairman and ceased to be Managing Director of the Guarantor as of 4 January 2010.

Mr. Richard Kendall Lancaster was appointed as Managing Director of the Guarantor as of 4 January 2010. His biographical details are set out above.

Alternate Directors

Mr. Lau Kwok Leung resigned as alternate director to Mr. Tse Pak Wing Peter as of 1 December 2009.

A11700218 9 Appendix 2

The independent auditors of the Guarantor are PricewaterhouseCoopers, Certified Public Accountants, who have audited the Guarantor’s consolidated financial statements, without qualification, in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants for the financial year ended 31 December 2009. Solely in respect of the listing of the Notes on The Stock Exchange of Hong Kong Limited, PricewaterhouseCoopers has given and has not withdrawn its written consent to the inclusion in this Pricing Supplement of its auditor’s report dated 10 February 2010 on the consolidated financial statements of the Guarantor for the year ended 31 December 2009 in the form and context in which it appears.

The information in this appendix has been extracted from the audited consolidated financial statements of the Guarantor for the year ended 31 December 2009. References to page numbers in this appendix are to pages of such document.

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