Hong Kong Exchanges and Clearing Limited

FORM 2 - Corporate Substantial Shareholder Notice

Form Serial No:

CS20120417000069

1. Name of listed corporation:

China Ground Source Energy Ltd.

2. Stock code:

08128

3. Class of shares:

普通股

4. Number of issued shares in class:

2,065,307,117

5. Name of substantial shareholder:

中國節能環保集團公司

6. Registered office:

中國北京市石景山區八大處高科技園區西井路3號

7. Principal place of business in Hong Kong:

N/A

13. Exchange on which listed:

14. Name of listed parent and exchange on which parent is listed:

15. Date of relevant event:

11/04/2012
(dd/mm/yyyy)

16. Date when the substantial shareholder became aware of the relevant event/ interest in the shares (if later):


17. Details of relevant event:
	Relevant event code describing circumstances	Code describing capacity in which shares were/are held		Number of shares bought/sold or involved	Currency of transaction	On Exchange		Off Exchange
		Before relevant event	After relevant event			Highest price per share	Average price per share	Average consideration per share	Consideration code
Long position	101		205	850,000,000	HKD			0.410	301

18. Total shares immediately before the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	0	0.00

19. Total shares immediately after the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	850,000,000	41.16

20. Capacity in which interests disclosed in Box 19 are held:

Code describing capacity

Number of shares

205

Long position

850,000,000

21. Further information in respect of derivative interests:

Code describing derivatives	Number of shares
Nil

22. Further information in relation to interests of corporations controlled by substantial shareholder:

Name of controlled corporation

Address and place of incorporation

Name of controlling shareholder

% control

Direct interest

Number of shares

中國節能環保(香港)投資有限公司

香港德輔道中173號南豐大廈510-511 D2

中國節能環保集團公司

100.00

Long position

850,000,000

23. Further information in relation to interests held by substantial shareholder jointly with another person:

Name of joint shareholder	Address	Number of shares
Nil

24. Further information from a trustee, or beneficiary of a trust, or a founder of a Discretionary Trust:

Names of Trust	Address	Status code	Number of shares
Nil

25. Further information from a party to an agreement under Section 317:

Names of other parties	Address	Number of shares
Nil

Total number of shares in which substantial shareholder is interested under section 317 and 318:

26. Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act:

Names	Address	Relationship Code	%
Nil

27. Date of filing this Form 2:

13/04/2012
(dd/mm/yyyy)

29. Number of attachments: