CITIC Limited — Major Shareholding Notification 2016

Nov 11, 2016

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

Please refer to the attached document dated 11 November 2016 released by CITIC Envirotech Ltd. (a subsidiary of CITIC Limited) to Singapore Exchange Limited in relation to the following:-

Disclosure of Interest/Changes in Interest of Substantial Shareholder(s)/Unitholder(s) : CRF Envirotech Co., Ltd.

Hong Kong, 11 November 2016

As at the date of this announcement, the executive directors of CITIC Limited are Mr Chang Zhenming (Chairman), Mr Wang Jiong, Ms Li Qingping and Mr Pu Jian; the non-executive directors of CITIC Limited are Mr Yang Jinming, Mr Liu Yeqiao, Mr Song Kangle, Ms Yan Shuqin, Mr Liu Zhongyuan, Mr Yang Xiaoping and Mr Li Rucheng; and the independent non-executive directors of CITIC Limited are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin, Mr Noriharu Fujita and Mr Paul Chow Man Yiu.

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SECURITIES AND FUTURES ACT (CAP. 289) SECURITIES AND FUTURES (DISCLOSURE OF INTERESTS) REGULATIONS 2012

FORM 3 (Electronic Format)

NOTIFICATION FORM FOR SUBSTANTIAL SHAREHOLDER(S)/ UNITHOLDER(S) IN RESPECT OF INTERESTS IN SECURITIES

Explanatory Notes

1. Please read the explanatory notes carefully before completing the notification form.

2. This form is for a Substantial Shareholder(s)/Unitholder(s) to give notice under section 135, 136, 137, 137J (as applicable to sections 135, 136 and 137) or 137U (as applicable to sections 135, 136 and 137) of the Securities and Futures Act (the "SFA").

3. This electronic Form 3 and a separate Form C, containing the particulars and contact details of the Substantial Shareholder(s)/Unitholder(s), must be completed by the Substantial Shareholder(s)/ Unitholder(s) or a person duly authorised by the Substantial Shareholder(s)/Unitholder(s) to do so. The person so authorised should maintain records of information furnished to him by the Substantial Shareholder(s)/Unitholder(s).

4. This form and Form C, are to be completed electronically and sent to the Listed Issuer via an electronic medium such as an e-mail attachment. The Listed Issuer will attach both forms to the prescribed SGXNet announcement template for dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").

5. Where a transaction results in similar notifiable obligations on the part of more than one Substantial Shareholder/Unitholder, all of these Substantial Shareholders/Unitholders may give notice using the same notification form.

6. A single form may be used by a Substantial Shareholder/Unitholder for more than one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of becoming aware of the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.

7. All applicable parts of the notification form must be completed. If there is insufficient space for your answers, please include attachment(s) by clicking the paper clip icon on the bottom left-hand corner or in item 11 of Part II or item 10 of Part III. The total file size for all attachment(s) should not exceed 1MB.

8. Except for item 5 of Part II and item 1 of Part IV, please select only one option from the relevant check boxes.

9. Please note that submission of any false or misleading information is an offence under Part VII of the SFA.

10. In this form, the term "Listed Issuer" refers to -

11. (a) a company incorporated in Singapore any or all of the shares in which are listed for quotation on the official list of a securities exchange;

12. (b) a corporation (not being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of a securities exchange,such listing being a primary listing;

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• (c) a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or all of the units in which are listed for quotation on the official list of a securities exchange;

• (d) a recognised business trust any or all of the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing; or

• (e) a collective investment scheme that is a trust, that invests primarily in real estate and real estaterelated assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing ("Real Estate Investment Trust").

• For further instructions and guidance on how to complete this notification form, please refer to section 7 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas.gov.sg (under "Regulations and Financial Stability", "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of Interests").

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Part I - General

1. Name of Listed Issuer:

CITIC Envirotech Ltd.

2. Type of Listed Issuer:

• ✔ Company/Corporation

Registered/Recognised Business Trust

Real Estate Investment Trust

1. Is more than one Substantial Shareholder/Unitholder giving notice in this form?

2. No (Please proceed to complete Part II)

3. ✔ Yes (Please proceed to complete Parts III & IV)

4. Date of notification to Listed Issuer:

10-Nov-2016

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Part III - Substantial Shareholder(s)/Unitholder(s) Details

[To be used for multiple Substantial Shareholders/Unitholders to give notice]

Substantial Shareholder/Unitholder A Delete This Part III Substantial Shareholder/Unitholder

1. Name of Substantial Shareholder/Unitholder:

CRF Envirotech Co., Ltd.

1. Is Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed Issuer are held solely through fund manager(s)? Yes

2. ✔ No

3. Notification in respect of:

4. ✔ Becoming a Substantial Shareholder/Unitholder

5. Change in the percentage level of interest while still remaining a Substantial Shareholder/Unitholder Ceasing to be a Substantial Shareholder/Unitholder

6. Date of acquisition of or change in interest:

08-Nov-2016

1. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest ( if different from item 4 above, please specify the date ):

08-Nov-2016

1. Explanation ( if the date of becoming aware is different from the date of acquisition of, or the change in, interest ):

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1. Quantum of total voting shares/units ( including voting shares/units underlying rights/options/ warrants/convertible debentures {conversion price known} ) held by Substantial Shareholder/ Unitholder before and after the transaction:

Immediately before the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:	0	0	0
As a percentage of total no. of voting shares/ units:	0	0	0
Immediately after the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures :	0	269,024,005	269,024,005
As a percentage of total no. of voting shares/ units:	0	23.85	23.85

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1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart in item 10 to illustrate how the Substantial Shareholder/Unitholder's deemed interest arises]

Pursuant to the terms of the share purchase agreement ("SPA") between China Reform Puissance Overseas GP L.P. (“Purchaser”) and KKR China Water Investment Limited dated 2 October 2016 for the acquisition of 269,024,005 ordinary shares of CITIC Envirotech Ltd. ("Sale Shares"), CRF Envirotech Co., Ltd. has been appointed as China Reform Puissance Overseas GP L.P.'s (the Purchaser) lawful assignee under the SPA, and has therefore acquired a deemed interest in the Sale Shares.

1. Relationship between the Substantial Shareholders/Unitholders giving notice in this form: [You may attach a chart in item 10 to show the relationship between the Substantial Shareholders/ Unitholders]

CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

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10. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

1. If this is a replacement of an earlier notification, please provide:

2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

(b) Date of the Initial Announcement:

• (c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the Initial Announcement:

• Remarks ( if any ):

The shareholding percentages set out above are calculated based on 1,127,927,588 issued and paid up shares as announced on 26 October 2016.

Substantial Shareholder/Unitholder B Delete This Part III Substantial Shareholder/Unitholder

1. Name of Substantial Shareholder/Unitholder:

CRF Envirotech Fund L.P.

1. Is Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed Issuer are held solely through fund manager(s)? Yes

2. ✔ No

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3. Notification in respect of:

• ✔ Becoming a Substantial Shareholder/Unitholder Change in the percentage level of interest while still remaining a Substantial Shareholder/Unitholder Ceasing to be a Substantial Shareholder/Unitholder

• Date of acquisition of or change in interest:

08-Nov-2016

1. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest ( if different from item 4 above, please specify the date ):

08-Nov-2016

1. Explanation ( if the date of becoming aware is different from the date of acquisition of, or the change in, interest ):

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1. Quantum of total voting shares/units ( including voting shares/units underlying rights/options/ warrants/convertible debentures {conversion price known} ) held by Substantial Shareholder/ Unitholder before and after the transaction:

Immediately before the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:	0	0	0
As a percentage of total no. of voting shares/ units:	0	0	0
Immediately after the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures :	0	269,024,005	269,024,005
As a percentage of total no. of voting shares/ units:	0	23.85	23.85

1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart in item 10 to illustrate how the Substantial Shareholder/Unitholder's deemed interest arises]

CRF Envirotech Co., Ltd. has been appointed by China Reform Puissance Overseas GP L.P. (the Purchaser) as its lawful assignee under the SPA, and has therefore acquired a deemed interest in the Sale Shares. CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

1. Relationship between the Substantial Shareholders/Unitholders giving notice in this form: [You may attach a chart in item 10 to show the relationship between the Substantial Shareholders/ Unitholders]

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CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

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10. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

1. If this is a replacement of an earlier notification, please provide:

2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

3. (b) Date of the Initial Announcement:

4. (c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the Initial Announcement:

5. Remarks ( if any ):

The shareholding percentages set out above are calculated based on 1,127,927,588 issued and paid up shares as announced on 26 October 2016.

Substantial Shareholder/Unitholder C Delete This Part III Substantial Shareholder/Unitholder

1. Name of Substantial Shareholder/Unitholder:

China Reform Puissance Overseas Fund I L.P.

1. Is Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed Issuer are held solely through fund manager(s)? Yes

2. ✔ No

3. Notification in respect of:

4. ✔ Becoming a Substantial Shareholder/Unitholder

5. Change in the percentage level of interest while still remaining a Substantial Shareholder/Unitholder Ceasing to be a Substantial Shareholder/Unitholder

6. Date of acquisition of or change in interest:

08-Nov-2016

1. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest ( if different from item 4 above, please specify the date ): 08-Nov-2016

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1. Explanation ( if the date of becoming aware is different from the date of acquisition of, or the change in, interest ):

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1. Quantum of total voting shares/units ( including voting shares/units underlying rights/options/ warrants/convertible debentures {conversion price known} ) held by Substantial Shareholder/ Unitholder before and after the transaction:

Immediately before the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:	0	0	0
As a percentage of total no. of voting shares/ units:	0	0	0
Immediately after the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures :	0	269,024,005	269,024,005
As a percentage of total no. of voting shares/ units:	0	23.85	23.85

1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart in item 10 to illustrate how the Substantial Shareholder/Unitholder's deemed interest arises]

CRF Envirotech Co., Ltd. has been appointed by China Reform Puissance Overseas GP L.P. (the Purchaser) as its lawful assignee under the SPA, and has therefore acquired a deemed interest in the Sale Shares. CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

1. Relationship between the Substantial Shareholders/Unitholders giving notice in this form: [You may attach a chart in item 10 to show the relationship between the Substantial Shareholders/ Unitholders]

CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

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10. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

1. If this is a replacement of an earlier notification, please provide:

2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

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• (b) Date of the Initial Announcement:

• (c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the Initial Announcement:

• Remarks ( if any ):

The shareholding percentages set out above are calculated based on 1,127,927,588 issued and paid up shares as announced on 26 October 2016.

Substantial Shareholder/Unitholder D Delete This Part III Substantial Shareholder/Unitholder

1. Name of Substantial Shareholder/Unitholder:

CRF Envirotech GP Ltd.

1. Is Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed Issuer are held solely through fund manager(s)? Yes

2. ✔ No

3. Notification in respect of:

4. ✔ Becoming a Substantial Shareholder/Unitholder

5. Change in the percentage level of interest while still remaining a Substantial Shareholder/Unitholder Ceasing to be a Substantial Shareholder/Unitholder

6. Date of acquisition of or change in interest:

7. 08-Nov-2016

8. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest ( if different from item 4 above, please specify the date ):

08-Nov-2016

1. Explanation ( if the date of becoming aware is different from the date of acquisition of, or the change in, interest ):

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1. Quantum of total voting shares/units ( including voting shares/units underlying rights/options/ warrants/convertible debentures {conversion price known} ) held by Substantial Shareholder/ Unitholder before and after the transaction:

Immediately before the transaction Direct Interest Deemed Interest Total

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No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures:	0	0	0
As a percentage of total no. of voting shares/ units:	0	0	0
Immediately after the transaction	Direct Interest	Deemed Interest	Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures :	0	269,024,005	269,024,005
As a percentage of total no. of voting shares/ units:	0	23.85	23.85

1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart in item 10 to illustrate how the Substantial Shareholder/Unitholder's deemed interest arises]

CRF Envirotech Co., Ltd. has been appointed by China Reform Puissance Overseas GP L.P. (the Purchaser) as its lawful assignee under the SPA, and has therefore acquired a deemed interest in the Sale Shares. CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

1. Relationship between the Substantial Shareholders/Unitholders giving notice in this form: [You may attach a chart in item 10 to show the relationship between the Substantial Shareholders/ Unitholders]

CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P.. CRF Envirotech GP Ltd. is the wholly owned subsidiary of China Reform Puissance Overseas GP L.P. and China Reform Puissance Overseas GP L.P. is also the general partner of China Reform Puissance Overseas Fund I L.P..

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10. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

1. If this is a replacement of an earlier notification, please provide:

2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

3. (b) Date of the Initial Announcement:

4. (c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the Initial Announcement:

12. Remarks ( if any ):

The shareholding percentages set out above are calculated based on 1,127,927,588 issued and paid up

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shares as announced on 26 October 2016.

Additional Substantial Shareholder/Unitholder ("B", "C" etc) where the information in Part I and Part IV is the same for the additional Substantial Shareholder/Unitholder

Add New Part III Substantial Shareholder/Unitholder

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Part IV - Transaction details

1. Type of securities which are the subject of the transaction (more than one option may be chosen):

2. ✔ Voting shares/units

Rights/Options/Warrants over voting shares/units

Convertible debentures over voting shares/units ( conversion price known )

  - Others ( _please specify_ ):

1. Number of shares, units, rights, options, warrants and/or principal amount of convertible debentures acquired or disposed of by Substantial Shareholders/Unitholders:

2. 269,024,005 ordinary shares

3. Amount of consideration paid or received by Substantial Shareholders/Unitholders ( excluding brokerage and stamp duties ):

This notification relates to a deemed interest. The agreed consideration to be paid is SGD390,084,807.25.

1. Circumstance giving rise to the interest or change in interest: Acquisition of:

2. Securities via market transaction

3. Securities via off-market transaction ( e.g. married deals )

4. Securities via physical settlement of derivatives or other securities

5. Securities pursuant to rights issue

6. Securities via a placement

Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

Securities via market transaction

Securities via off-market transaction ( e.g. married deals )

Other circumstances:

Acceptance of take-over offer for the Listed Issuer

Corporate action by the Listed Issuer which Substantial Shareholders/Unitholders did not participate in ( please specify ):

✔ Others ( please specify ):

CRF Envirotech Co., Ltd. has been appointed by China Reform Puissance Overseas GP L.P. (the Purchaser) as its lawful assignee under the SPA, and has therefore acquired a deemed interest in the Sale Shares. CRF Envirotech Fund L.P. holds two-thirds of all of the voting power in CRF Envirotech Co., Ltd. and China Reform Puissance Overseas Fund I L.P. holds the remaining one-third of all of the voting power in CRF Envirotech Co., Ltd.. CRF Envirotech GP Ltd. is the general partner of CRF Envirotech Fund L.P..

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Item 5 is to be completed by an individual submitting this notification form on behalf of the Substantial Shareholders/Unitholders.

1. Particulars of Individual submitting this notification form to the Listed Issuer:

2. (a) Name of Individual:

Joanna Tang

• (b) Designation ( if applicable ):

Office Manager

• (c) Name of entity ( if applicable ):

China Reform Puissance Overseas GP L.P.

Transaction Reference Number (auto-generated): 7 5 6 3 3 7 2 4 6 4 3 1 3 9 3

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