PRICING SUPPLEMENT 12 March 2010 CLP Power Hong Kong 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 Kowloon and the New Territories of Hong Kong. Mr. Lancaster began his career with the Electricity Commission of New South Wales in Australia 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 manufacturing 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 Guangdong 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.