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. This announcement is for information purposes only and does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. China Everbright Limited does not intend to register the securities referred to in this announcement under the U.S. Securities Act or to engage in a public offering of the securities referred to in this announcement in the United States. CHINA EVERBRIGHT LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 165) PROPOSED ISSUANCE OF US$300,000,000 SENIOR PERPETUAL CAPITAL SECURITIES Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners Joint Lead Managers and Joint Bookrunners The Board announces that on 20 October 2020, the Company and the Joint Lead Managers entered into the Subscription Agreement in relation to the issuance of the Securities in the aggregate principal amount of US$300,000,000. The gross proceeds from the issuance of the Securities will be US$300 million. The Company intends to use the net proceeds (consisting of the gross proceeds minus the underwriting commissions and expenses) for offshore indebtedness refinancing, offshore asset management business development and replenishing working capital. 1 Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Securities by way of debt securities to professional investors (as defined in Chapter 37 of the Listing Rules and the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) only. Closing of the Subscription Agreement is subject to the satisfaction and/or waiver of certain conditions precedent. As the Subscription Agreement may or may not proceed to completion, the Securities may or may not be issued. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company. INTRODUCTION The Board announces that on 20 October 2020, the Company and the Joint Lead Managers entered into the Subscription Agreement in relation to the issuance of the Securities in the aggregate principal amount of US$300,000,000. THE SUBSCRIPTION AGREEMENT The principal terms of the Subscription Agreement are as follows: (1) Date : 20 October 2020 Parties : (i) the Company, as the issuer; and (ii) China Everbright Securities (HK) Limited, China Everbright Bank Co., Ltd., Hong Kong Branch, China International Capital Corporation Hong Kong Securities Limited, Merrill Lynch (Asia Pacific) Limited, NATIXIS, ABCI Capital Limited, BOCOM International Securities Limited, Cantor Fitzgerald (Hong Kong) Capital Markets Limited, CEB International Capital Corporation Limited, China Securities (International) Corporate Finance Company Limited, Citigroup Global Markets Limited, CMBC Securities Company Limited, Huatai Financial Holdings (Hong Kong) Limited, ICBC International Securities Limited, Morgan Stanley & Co. International plc, Nomura International (Hong Kong) Limited, SPDB International Capital Limited, Standard Chartered Bank, Tai Fung Bank Limited and Zhongtai International Securities Limited, as the Joint Lead Managers. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Joint Lead Managers (save for China Everbright Securities (HK) Limited, China Everbright Bank Co., Ltd., Hong Kong Branch and CEB International Capital Corporation Limited) is a third party independent of the Company and its connected persons. 2 Subject matter : Pursuant to the Subscription Agreement, the Joint Lead Managers severally and not jointly agree to subscribe and pay for, or to procure subscribers to subscribe and pay for the Securities at the issue price on the closing date subject to, and in accordance with, the terms of the Subscription Agreement. Conditions : The obligations of the Joint Lead Managers to subscribe and pay for precedent the Securities are conditional upon the satisfaction of conditions precedent including, among other things, the execution and delivery of the transaction documents, the obtaining of relevant authorisation and approvals required of the Company and the approval of listing of the Securities by the Stock Exchange. The Joint Lead Managers may, at their discretion and upon such terms as they think fit, waive compliance with the whole or any part of the conditions precedent (other than the condition precedent in relation to the execution and delivery of the transaction documents) under the Subscription Agreement. THE SECURITIES The principal terms of the Securities are as follows: Issuer : The Company Securities to : US$300,000,000 senior perpetual capital securities be issued Issue price : 100% of the principal amount of the Securities Status of the : The Securities constitute direct, unsubordinated, unconditional and Securities unsecured obligations of the Company and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Company under the Securities shall, save for such exceptions as may be provided by applicable law and subject to the Terms and Conditions, at all times rank at least equally with all the Company’s other present and future unsecured, unconditional and unsubordinated obligations. Expected : 27 October 2020 issue date Maturity date : There is no maturity date. Distribution : Subject to the Terms and Conditions, the Securities confer a right to receive distribution (each a “Distribution”) from, and including, the issue date at the applicable Distribution Rate. Distribution shall be payable on the Securities semi-annually in arrear on 27 April and 27 October of each year (each, a “Distribution Payment Date”). 3 Distribution : Subject to any increase pursuant to the Terms and Conditions, the rate of Rate distribution (the “Distribution Rate”) applicable to the Securities shall be: (a) in respect of each Distribution Payment Date, the period from, and including, the issue date to, but excluding, the First Call Date, 3.80% per annum; and (b) in respect of the period (A) from, and including, the First Call Date, to, but excluding, the Reset Date falling immediately after the First Call Date, and (B) from, and including, each Reset Date falling after the First Call Date to, but excluding, the immediately following Reset Date, the sum of (a) the initial spread of 3.612%; (b) the then prevailing rate of comparable US Treasury securities; and (c) a margin of 4.00% per annum. Upon the occurrence of a Step-Up Event, unless (A) an irrevocable notice in writing to redeem the Securities has been given to the holders of the Securities by the Company by the 30th day following the occurrence of the relevant Step-Up Event or (B) each relevant Step-Up Event is remedied or ceases to exist by the 30th day following the occurrence of the relevant Step-Up Event, the Distribution Rate will increase by 4.00% per annum with effect from (a) the next Distribution Payment Date or (b) if the date on which the relevant Step-Up Event occurs is prior to the most recent preceding Distribution Payment Date, such Distribution Payment Date, provided that the maximum aggregate increase in the Distribution Rate shall be 4.00% per annum. Optional : The Company may, at its sole and absolute discretion, elect to defer any deferral Distribution, in whole or in part, which is otherwise scheduled to be paid on a Distribution Payment Date to the immediate subsequent Distribution Payment Date by giving a notice in writing in accordance with the Terms and Conditions unless a compulsory distribution payment event as set out in the Terms and Conditions has occurred. Any Distribution so deferred shall constitute “Arrears of Distribution”. The Company may, at its sole and absolute discretion, elect to defer further any Arrears of Distribution. The Company is not subject to any limit as to the number of times Distributions and Arrears of Distribution can or shall be deferred except that the Terms and Conditions shall be complied with until all outstanding Arrears of Distribution and any additional distribution amount have been paid in full. 4 Redemption : The Securities may be redeemed at the option of the Company in whole, at the option but not in part, on giving not less than 30 nor more than 60 days’ of the irrevocable notice in writing to the trustee and the principal paying agent Company and to the holders of the Securities in accordance with the Terms and Conditions at their principal amount, together with any Distribution accrued to, but excluding, the date fixed for redemption (including any Arrears of Distribution and any additional distribution amount), on the First Call Date or on any Distribution Payment Date after the First