CITIC Limited — Major Shareholding Notification 2015

Apr 23, 2015

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.

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OVERSEAS REGULATORY ANNOUNCEMENT

(This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)

The following announcement is released by United Envirotech Ltd. (a subsidiary of CITIC Limited) to Singapore Exchange Limited on 23 April 2015:-

Voluntary Unconditional Offer by Rothschild (Singapore) Limited for and on behalf of CKM (Cayman) Company Limited to acquire all the issued and paid-up ordinary shares in the capital of United Envirotech Ltd. – Resultant Shareholding Announcement

Hong Kong, 23 April 2015

As at the date of this announcement, the executive directors of CITIC Limited are Mr Chang Zhenming (Chairman), Mr Wang Jiong, Mr Dou Jianzhong and Mr Zhang Jijing; the non-executive directors of CITIC Limited are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan and Mr Liu Yeqiao; and the independent non-executive directors of CITIC Limited are Mr Alexander Reid Hamilton, Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh and Ms Lee Boo Jin.

VOLUNTARY UNCONDITIONAL OFFER

by

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ROTHSCHILD (SINGAPORE) LIMITED

(Company Registration No. 197301242C) (Incorporated in the Republic of Singapore)

for and on behalf of

CKM (CAYMAN) COMPANY LIMITED

(Company Registration No.MC-292230) (Incorporated in the Cayman Islands)

to acquire all the issued and paid-up ordinary shares in the capital of

UNITED ENVIROTECH LTD.

(Company Registration No. 200306466G) (Incorporated in the Republic of Singapore)

other than those already owned, controlled or agreed to be acquired by CKM (Cayman) Company Limited

RESULTANT SHAREHOLDING ANNOUNCEMENT

1. INTRODUCTION

Rothschild (Singapore) Limited (“ Rothschild ”) refers to the offer document dated 19 March 2015 (the “ Offer Document ”) in relation to the voluntary conditional offer by Rothschild, for and on behalf of CKM (Cayman) Company Limited (the “ Offeror ”) to acquire all the issued and paid-up ordinary shares in the capital of United Envirotech Ltd. (“ UEL ”) other than those already owned, controlled or agreed to be acquired by the Offeror (the “ Offer ”). As announced by Rothschild, for and on behalf of the Offeror on 16 April 2015, the Offer had closed on 16 April 2015.

All capitalised terms not defined herein shall have the same meaning as used in the Offer Document.

2. SIC RULINGS

As stated in Section 8.8 of the Offer Document, after the close of the Offer (but prior to the Placement Completion, the CITIC Loan Capitalisation and the Inter-Consortium Members Transfers), CITIC Environment (International) Company Limited (“ CITIC Environment ”) will

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hold less than 50% of all the Offeror Shares in issue and will subsequently increase its stake in the Offeror through (a) the Placement Completion and the CITIC Loan Capitalisation and/or (b) the Inter-Consortium Members Transfers, so as to acquire statutory control (i.e., more than 50%) of the Offeror (and thereby become the leader of the Offeror concert party group). The SIC has on the SIC Ruling Date ruled that such increase in shareholding in the Offeror by CITIC Environment will not result in CITIC Environment triggering a mandatory takeover obligation under Rule 14 of the Code, provided that (I) the Placement Completion and the CITIC Loan Capitalisation and (II) the Inter-Consortium Members Transfers are effected not later than 10 Business Days after the close of the Offer, and the Offeror releases a public announcement on the resulting shareholding of the Offeror and UEL thereafter.

3. RESULTANT SHAREHOLDING

As at the date of this Announcement, following completion of the Offer, the Convertible Bonds Offer, the Proposed Placement and the CITIC Loan Capitalisation, as CITIC Environment holds more than 51% of the Offeror, the Inter-Consortium Members Transfers need not be effected.

In addition, Shareholders of UEL (“ UEL Shareholders ”) should note that KKR China Water Investment Limited (“ KKRCW Offeror Sub ”) had on 22 April 2015 delivered a conversion notice to UEL to convert all the Convertible Bonds into new UEL Shares (the “ CB Conversion ”) and in connection therewith, 117,926,189 new UEL Shares have been allotted and issued to KKRCW Offeror Sub as at the date of this Announcement.

Accordingly, the resultant shareholding position in each of the Offeror and UEL as at the date of this Announcement is set out below:

• (a) upon the completion of the Offer, the Convertible Bonds Offer, the Proposed Placement and the CITIC Loan Capitalisation, the resultant shareholding position of the Offeror Shareholders in the Offeror is as follows:

No.	Name of Offeror Shareholder	NumberofOfferorSharesheld	Percentageoftotal number ofissued shares inthe Offeror (%)1
1.	CITIC Environment	618,843,642	62.65
2.	KKR China Water InvestmentHoldings Limited (“KKRCW”)	269,024,005	27.24
3.	Dr Lin Yucheng	42,840,667	4.34
4.	Ms Pan Shuhong	57,062,255	5.78
	Total number of Offeror Shares:	987,770,569	100

1 Any discrepancies in this table between the listed percentages and the totals thereof are due to rounding.

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• (b) upon the completion of the Offer, the Convertible Bonds Offer, the Proposed Placement, the CITIC Loan Capitalisation and the CB Conversion, the resultant shareholding interests of the Offeror in UEL (as held through the Offeror’s direct wholly-owned subsidiaries (collectively, the “ Relevant Offeror Sub ”))[2] , is as follows:

No.	Name of UEL Shareholder	Number of UELShares held	Percentageoftotal number ofissued shares inUEL (%)3
1.	CENVIT(Cayman)CompanyLimited (“CITIC Offeror Sub”)	618,843,642	54.92
2.	KKRCW Offeror Sub	269,024,005	23.88
3.	Green Resources Limited	42,840,667	3.80
4.	P&L Capital Limited	57,062,255	5.06
	Total number of UEL Sharesheld by the Relevant OfferorSub:	987,770,569	87.67

4. RESPONSIBILITY STATEMENT

The directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources (including without limitation, information relating to the UEL Group), the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

2 Pursuant to the Consortium Agreement, the Offeror Shareholders agreed that pro rata proportions of the UEL Shares corresponding to the shareholding percentages of CITIC Environment, KKRCW and the Key Management Shareholders in the Offeror will be held in the Relevant Offeror Sub, and the Offeror will direct that all Offer Shares tendered in acceptance of the Offer will be credited directly into the Securities Account (or securities sub-account) of each Relevant Offeror Sub pursuant to the terms of the Subscription Agreements.

3 Pursuant to (i) the allotment and issuance of 117,926,189 new UEL Shares to KKRCW Offeror Sub upon the CB Conversion and (ii) the placement of 30,303,031 new UEL Shares to CITIC Offeror Sub in relation to the Proposed Placement, the total number of issued UEL Shares as at the date of this Announcement is 1,126,715,088. Any discrepancies in this table between the listed percentages and the totals thereof are due to rounding.

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Issued by ROTHSCHILD (SINGAPORE) LIMITED

For and on behalf of CKM (CAYMAN) COMPANY LIMITED

23 April 2015

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