SHENYANG, China, June 24 /PRNewswire-Asia-FirstCall/ -- A-Power Energy Generation Systems, Ltd. (Nasdaq: APWR) ('A-Power' or 'the Company'), a leading provider of distributed power generation ('DG') systems in China and a fast-growing manufacturer of wind turbines, announced the closing of its offering of $40 million aggregate principal amount of Senior Convertible Notes (the 'Notes'), plus warrants ('Warrants'), to several institutional investors. Net proceeds from the placement will be used primarily to secure components for A-Power's ramp-up in its wind turbine assembly business.

Subject to earlier redemption in certain circumstances, the Notes will mature in five years and will be initially convertible at $10.637 per common share. A-Power may redeem the Notes at 110% of the principal amount, plus any accrued and unpaid interest, beginning November 19, 2011, provided certain market price conditions are met. The five-year Warrants will be exercisable for an aggregate of 1,504,184 common shares of the Company at an initial exercise price of $10.637 per share, subject to anti-dilution protection. The Notes will bear interest at an annual rate increasing over time from 3% to 12% and if the Notes are repaid or redeemed rather than being converted, the Company must make an additional make-whole payment. The conversion price of the Notes will be subject to anti-dilution protection and a reset based on the 20-day volume weighted average price to be calculated after the common shares underlying the Notes are freely tradable. Further information regarding the Notes and Warrants is available in the Company's Form 6-K filed with the Securities and Exchange Commission (the 'SEC') on Friday June 19, 2009.

The issuance of the Notes and the Warrants was done in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the 'Act'). The underlying common shares associated with the offering have not been registered under the Act, nor any state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.