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KANGDA INTERNATIONAL ENVIRONMENTAL COMPANY LIMITED 康達國際環保有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 6136)

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KANGDA INTERNATIONAL ENVIRONMENTAL COMPANY LIMITED 康達國際環保有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 6136) 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. KANGDA INTERNATIONAL ENVIRONMENTAL COMPANY LIMITED 康達國際環保有限公司 (incorporated in the Cayman Islands with limited liability) (Stock code: 6136) DISCLOSEABLE AND CONNECTED TRANSACTIONS FURTHER ACQUISITION OF 9% EQUITY INTERESTS IN EACH OF THE TARGET COMPANIES THE ACQUISITION On 30 June 2016, the Vendor and the Purchaser entered into the Agreements, pursuant to which the Purchaser, an indirectly wholly-owned subsidiary of the Company, agreed to acquire the 9% equity interests held by the Vendor in each of the Target Companies for an aggregate consideration of RMB52,830,000 (RMB5,805,000 under the Liaocheng Agreement, RMB5,805,000 under the Jiaxiang Agreement, RMB7,740,000 under the Xin County Agreement, RMB7,740,000 under the Yanggu Agreement, RMB11,520,000 under the Dong’e Agreement, RMB7,020,000 under the Jiaming Agreement and RMB7,200,000 under the Linqing Agreement). The Target Companies own the concession right of the Sewage Treatment Plants for an aggregate daily design treatment capacity of 340,000 tonnes. As at the date of this announcement, the Sewage Treatment Plants have an aggregate daily treatment capacity of 250,000 tonnes in operation, 40,000 tonnes under construction and 50,000 tonnes to be constructed. LISTING RULES IMPLICATION As the transactions under the 2015 Agreements were completed within the past 12 months from the date of the Agreements, the transactions under the 2015 Agreements and the Transactions are aggregated in computing the applicable percentage ratios pursuant to Rule 14.22 of the Listing Rules. As the highest of the applicable percentage ratios in respect of the Transactions under the Agreements —1— (on an aggregation basis) is greater than 5% but less than 25%, as calculated under Rule 14.07 of the Listing Rules, the Transactions constitute disclosable transactions for the Company and are subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, each of the Target Companies is a subsidiary held by the Company as to 90%, and the remaining 10% equity interests in each of the Target Companies are held by the Vendor. As the Vendor is a substantial shareholder of the Target Companies, the Vendor is a connected person of the Company at the subsidiary level, and the Transactions constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Board has approved the Transactions and the independent non-executive Directors have confirmed that (i) the terms of the Transactions are fair and reasonable, (ii) the Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the Company and its subsidiaries and (iii) the Transactions are in the interest of the Company and its Shareholders as a whole. Accordingly, the Transactions are exempt from the circular, independent financial advice and Shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. No Director has a material interest in the Transactions and none of them is required to abstain from voting on the Board resolution for approving the Transactions. INTRODUCTION Reference is made to the announcements of the Company dated 10 August 2014 and 1 December 2015 in relation to the acquisition of the 90% equity interests in each of the Target Companies by the Purchaser from the Vendor pursuant to the 2014 Agreement and 2015 Agreements, respectively. After the transactions as stated in such announcements and as of the date of this announcement, each of the Target Companies is held by the Purchaser as to 90% and a subsidiary of the Company. On 30 June 2016, the Vendor and the Purchaser entered into the Agreements, pursuant to which the Purchaser, an indirectly wholly-owned subsidiary of the Company, agreed to acquire the 9% equity interests held by the Vendor in each of the Target Companies for an aggregate consideration of RMB52,830,000 (RMB5,805,000 under the Liaocheng Agreement, RMB5,805,000 under the Jiaxiang Agreement, RMB7,740,000 under the Xin County Agreement, RMB7,740,000 under the Yanggu Agreement, RMB11,520,000 under the Dong’e Agreement, RMB7,020,000 under the Jiaming Agreement and RMB7,200,000 under the Linqing Agreement). The Target Companies own the concession right of the Sewage Treatment Plants for an aggregate daily design treatment capacity of 340,000 tonnes. —2— THE AGREEMENTS Date: 30 June 2016 Parties: (i) Vendor: Shandong Guohuan Industrial Investment Co., Ltd.* (山東國環產業投 資有限公司); and (ii) Purchaser: Chongqing Kangda Environmental Protection Industry (Group) Co., Ltd.* (重慶康達環保產業(集團)有限公司). Acquisition of equity interests in the Target Companies The Purchaser has agreed to acquire and the Vendor has agreed to sell 9% equity interests held by the Vendor in each of the Target Companies. Upon the completion of the Transactions, i.e. the completion of relevant filings in competent Administration of Industry and Commerce in the PRC, the equity interests in each of the Target Companies will be held by the Vendor as to 1% and the Purchaser as to 99%. Consideration, Basis of Consideration and Payment Manner The total consideration (on an aggregation basis) for the Transactions was RMB52,830,000 (RMB5,805,000 under the Liaocheng Agreement, RMB5,805,000 under the Jiaxiang Agreement, RMB7,740,000 under the Xin County Agreement, RMB7,740,000 under the Yanggu Agreement, RMB11,520,000 under the Dong’e Agreement, RMB7,020,000 under the Jiaming Agreement and RMB7,200,000 under the Linqing Agreement), which was negotiated by the Purchaser and the Vendor on arm’s length basis. Pursuant to the Agreements, the Purchaser shall pay the consideration in the following manner: (a) Payment of consideration under the Liaocheng Agreement: 1) 89.75% of the total consideration, i.e. RMB5,210,000, shall be paid within five (5) business days upon the execution of the Liaocheng Agreement after the Vendor returns the profit distribution fund in amount of approximately RMB363,000 to Liaocheng Company; —3— 2) 9.5% of the total consideration, i.e. RMB551,500, shall be paid within five (5) business days after the Vendor completes construction of the extension project under the 2014 Agreement; and 3) 0.75% of the total consideration, i.e. RMB43,500, shall be paid within five (5) business days after the expiration of the defect liability period of the extension project under the 2014 Agreement. (b) Payment of consideration under the Jiaxiang Agreement: 1) 89.75% of the total consideration, i.e. RMB5,210,000, shall be paid within five (5) business days upon the execution of the Jiaxiang Agreement after the Vendor returns the profit distribution fund in amount of approximately RMB164,000 to Jiaxiang Company; 2) 9.5% of the total consideration, i.e. RMB551,500, shall be paid within five (5) business days after the Vendor completes the construction of the extension project under the 2014 Agreement; and 3) 0.75% of the total consideration, i.e. RMB43,500, shall be paid within five (5) business days after the expiration of the defect liability period of the extension project under the 2014 Agreement. (c) Payment of consideration under the Xin County Agreement: 1) 89.75% of the total consideration, i.e. RMB6,946,700, shall be paid within five (5) business days upon the execution of the Xin County Agreement after the Vendor returns the profit distribution fund in amount of approximately RMB455,000 to Xin County Company; 2) 9.5% of the total consideration, i.e. RMB735,300, shall be paid within five (5) business days after the Vendor completes the construction of the extension project under the 2014 Agreement; and 3) 0.75% of the total consideration, i.e. RMB58,000, shall be paid within five (5) business days after the expiration of the defect liability period of the extension project under the 2014 Agreement. (d) Payment of consideration under the Yanggu Agreement: 1) 89.75% of the total consideration, i.e. RMB6,946,700, shall be paid within five (5) business days upon the execution of the Yanggu Agreement after the Vendor returns the profit distribution fund in amount of approximately RMB783,000 to Yanggu Company; —4— 2) 9.5% of the total consideration, i.e. RMB735,300, shall be paid within five (5) business days after the Vendor completes the construction of the extension project under the 2014 Agreement; and 3) 0.75% of the total consideration, i.e. RMB58,000, shall be paid within five (5) business days after the expiration of the defect liability period of the extension project under the 2014 Agreement. (e) Payment of consideration under the Dong’e Agreement: 1) 82.23% of the total consideration, i.e. RMB9,472,900, shall be paid within five (5) business days upon the execution of the Dong’e Agreement after the Vendor returns the profit distribution fund in the amount of approximately RMB87,000 to Dong’e Company; 2) 3% of the total consideration, i.e. RMB345,600, shall be paid within five (5) business days after the completion of payment of consideration pursuant to the relevant clause under the 2015 Agreements; 3) 12.77% of the total consideration, i.e. RMB1,471,100, shall be paid within five (5) business days upon the execution of the memorandum of project assets delivery after the Vendor completes the construction of the extension project pursuant to the relevant clause under the 2015 Agreements; and 4) 2% of the total consideration, i.e.
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