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CHINA DEVELOPMENT BANK INTERNATIONAL INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1062) ANNOUNCEMENT LETTER OF INTENT IN RELATION TO A POSSIBLE TRANSACTION

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules.
The Board is pleased to announce that on 14 December 2012 (after trading hours of the Stock Exchange), the Company and Gateway entered into an LOI, pursuant to which the Company expresses an interest to acquire and Gateway expresses an interest to procure all its shareholders to sell all their respective shares, which consist of the entire issued share capital in Gateway to the Company, in consideration for which the shareholders of Gateway will receive newly issued shares of the Company.
The Possible Transaction, if it materialises, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. Further announcement(s) in respect of the Possible Transaction will be made by the Company as and when appropriate in accordance with the Listing Rules and/ or the Takeovers Code as applicable. The Company will comply with all the applicable laws and regulations and all the applicable provisions of the Listing Rules and the Takeovers Code in relation to the Possible Transaction.
The Possible Transaction is subject to satisfactory due diligence by the parties, further negotiations of the Binding Agreements, all necessary corporate approvals of the parties and any necessary regulatory consents, approvals and/or waivers.

Shareholders and potential investors in the Company are urged to exercise caution when dealing in the securities of the Company. In particular Shareholders and potential investors in the Company are reminded that there is no assurance that the Possible Transaction or any other transaction mentioned in this announcement will materialise or eventually be consummated and that the Possible Transaction will be subject to various conditions. The Board wishes to emphasize that no Binding Agreements in relation to the Possible Transaction have been entered into as at the date of this announcement and in particular, the Possible Transaction is conditional upon, among other things, any necessary regulators' consents, approvals and/ or waivers. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisors.

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This announcement is made by China Development Bank International Investment Limited (the "Company") pursuant to Rule 13.09(1) of The Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

LETTER OF INTENT

The board of directors (the "Board" or "Directors") of the Company is pleased to announce that on
14 December 2012 (after trading hours of the Stock Exchange), the Company and Gateway Energy
& Resource Holdings, LLC ("Gateway") entered into a letter of intent ("LOI"), pursuant to which the Company expresses an interest to acquire and Gateway expresses an interest to procure all its shareholders to sell all their respective shares, which consist of the entire issued share capital in Gateway to the Company, in consideration for which the shareholders of Gateway will receive newly issued shares of the Company (the "Possible Transaction").
Based on, among other things, the net asset value of Gateway, it is anticipated under the LOI that the Company may issue 2,286,386,203 new shares (the "Consideration Shares") in total to the shareholders of Gateway under the Possible Transaction, representing approximately 78.8% of the existing share capital of the Company and approximately 44.1% of the enlarged share capital of the Company. It is also expected that the Consideration Shares will be subject to a lock-up period of 1 year after the completion of the Possible Transaction unless with prior consent from the Company and China Development Bank International Holdings Limited ("CDBIH") (the controlling shareholder of the Company holding 66.16% of the issued share capital of the Company as at the date of this announcement). In addition, EIG Global Energy Partners, LLC ("EIG"), the investment manager of Gateway, may also invest US$10 million in the Company's shares in connection with the Possible Transaction, the terms of which have not been discussed between the parties as at the date of this announcement. It is expected that EIG's shareholding in the Company will be subject to a lock-up period of 2 years after the completion of the Possible Transaction and CDBIH will agree with the Company for a same lock-up arrangement.
The Company will comply with the applicable laws and regulations and applicable provisions of the Listing Rules and the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code") with respect to the Possible Transaction.
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, Gateway, EIG and their ultimate beneficial owner(s) are third parties independent of the Company, its subsidiaries and its connected persons (as defined in the Listing Rules).
The Possible Transaction is subject to satisfactory due diligence by the parties, further negotiations of the definitive binding agreements (the "Binding Agreements"), all necessary corporate approvals of the parties and any necessary regulatory consents, approvals and/or waivers.
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The Company is also in discussion with CDBIH and EIG with regard to the senior management structure and future investment management arrangements in connection with the Possible Transaction. It is expected that CDBIH will continue to be the sole controlling shareholder of the Company after the Possible Transaction. Under the LOI, it is proposed that, upon completion of the Possible Transaction, EIG will nominate an equal number of directors of the Company as CDBIH and the Company will also procure to engage EIG and/or a company to be jointly established by EIG, the Company and/or CDBIH as the Company's investment manager.
It is envisaged that the Company and Gateway will conduct a due diligence review on each other. In the event that the Possible Transaction materialises and the Binding Agreements are entered into, the Possible Transaction may constitute a notifiable transaction under Chapter 14 of the Listing Rules. Further announcement(s) in respect of the Possible Transaction will be made by the Company as and when appropriate in accordance with the Listing Rules and/or the Takeovers Code as applicable. The Company will comply with all the applicable laws and regulations and all the applicable provisions of the Listing Rules and the Takeovers Code in relation to the Possible Transaction.
Pursuant to the LOI, each of the Company and Gateway agreed with each other that, from the date of the LOI until the earlier of (a) the expiry of three months or (b) the date on which the parties enter into Binding Agreements, neither it nor any of its respective subsidiaries, its respective boards of directors nor any person acting on behalf of it or any of its respective subsidiaries will solicit, encourage, initiate or participate in any discussions or negotiations with any persons for any proposed arrangement or transaction in relation to (i) the allotment and issue of shares or other securities of it or any of its respective subsidiaries; (ii) any investment in it or any of its respective subsidiaries; or (iii) the disposal of all or any part of the business or assets of it or any of its respective subsidiaries. The above restrictions shall not apply to (a) any issue of new shares by the Company to its investor(s) raising not more than US$80 million, (b) the disposal of assets of the Company or Gateway or any of their respective subsidiaries in its ordinary course of business, and (c) any possible introduction of any new shareholder(s) in Gateway by EIG.
The LOI is not legally binding on either party except for the provisions on regulatory approval, exclusivity, governing law and jurisdiction, confidentiality and announcement, and binding provisions.

INFORMATION ON GATEWAY AND EIG

Gateway is a private investment corporation managed by EIG and its affiliates investing in a diversified portfolio of energy, resources and related infrastructure projects and companies worldwide with a net asset value of about US$175 million. The Company understands from Gateway that Gateway is an investment holding company and it does not own or control more than 30% of the voting rights in any company in which it has invested.
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EIG is a leading institutional investor to the global energy sector with US$10.3 billion funds under management as of 30 September 2012. EIG specializes in private investments in energy, resources and related infrastructure. During its 30-year history, EIG has invested over US$14 billion in the sector through more than 290 projects or companies in 33 countries on 6 continents. EIG's clients include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the U.S., Asia and Europe. EIG is headquartered in Washington, DC, with offices in Hong Kong, Houston, London, Sydney, Seoul and Rio de Janeiro.

REASONS FOR THE POSSIBLE TRANSACTION

The Board considers that the Possible Transaction would help the Company broaden its investment portfolio, in particular in the energy related sectors. The Company will also be able to combine the international investment management knowledge and expertise of EIG with the management and investment resources of the Company in order to capitalise on robust, underlying energy and resource sector fundamentals by pursuing opportunities on a global basis.

GENERAL

The Board wishes to emphasize that no Binding Agreements in relation to the Possible Transaction have been entered into as at the date of this announcement. The LOI does not constitute the parties' legally binding commitments as to the Possible Transaction, except for the provisions on regulatory approval, exclusivity, governing law and jurisdiction, confidentiality and announcement, and binding provisions. The Company will make further announcement(s) in this regard as and if necessary.

Shareholders and potential investors in the Company are urged to exercise caution when dealing in the securities of the Company. In particular Shareholders and potential investors in the Company are reminded that there is no assurance that the Possible Transaction or any other transaction mentioned in this announcement will materialise or eventually be consummated and that the Possible Transaction will be subject to various conditions. The Board wishes to emphasize that no Binding Agreements in relation to the Possible Transaction have been entered into as of the date of this announcement and in particular, the Possible Transaction is conditional upon, among other things, any necessary regulators' consents, approvals and/or waivers. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisors.

By Order of the Board

China Development Bank International Investment Limited ZHANG Xuguang

Chairman

Hong Kong, 14 December 2012

As at the date of this announcement, the Board is comprised of Mr ZHANG Xuguang as Non-executive Director; Mr TENG Rongsong, Mr MAO Yong and Mr LIU Xiao Guang as Executive Directors; and Mr WANG Xiangfei, Mr LU Gong and Mr FAN Ren Da, Anthony as Independent Non-executive Directors.

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