The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Cayman Islands with limited liability) (Stock code: 1129) VOLUNTARY ANNOUNCEMENT ACQUISITION OF THE ENTIRE EQUITY INTERESTS OF DATANG HUAYIN CHENZHOU ENVIRONMENTAL POWER COMPANY LIMITED* AND DATANG HUAYIN HENG YANG ENVIRONMENTAL POWER COMPANY LIMITED* This is a voluntary announcement made by the Company. On 21 September 2015 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Acquisition Agreements, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the entire equity interests of Chenzhou Environmental and Heng Yang Environmental, at a consideration of RMB14.0 million (equivalent to approximately HK$17.08 million) and RMB11.0 million (equivalent to approximately HK$13.42 million), respectively. INTRODUCTION This is a voluntary announcement made by the Company. On 21 September 2015 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Acquisition Agreements, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the entire equity interests of Chenzhou Environmental and Heng Yang Environmental, at a consideration of RMB14.0 million (equivalent to approximately HK$17.08 million) and RMB11.0 million (equivalent to approximately HK$13.42 million), respectively. Upon Completion, Chenzhou Environmental and Heng Yang Environmental will become indirectly wholly-owned subsidiaries of the Company and the financial performance and position of Chenzhou Environmental and Heng Yang Environmental will be consolidated to the Group’s consolidated financial statements. * For identification purpose only 1 CHENZHOU ENVIRONMENTAL SALE AND PURCHASE AGREEMENT Date 21 September 2015 Parties Purchaser: Greenspring (Nanjing) Recycling Resources Investment Co., Ltd* Vendor: Datang Huayin Electric Power Co., Ltd* Interest to be acquired Pursuant to the Chenzhou Environmental Sale and Purchase Agreement, the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell, the entire equity interest and the shareholder loan of the Chenzhou Environmental. Consideration The consideration for Chenzhou Environmental (“CE Consideration”), being RMB14.0 million (equivalent to approximately HK$17.08 million) was based on the result of public tender through Beijing Equity Exchange. The CE Consideration shall be payable to the Vendor according to the following manner: 1. RMB2.0 million (equivalent to approximately HK$2.44 million) shall be payable upon signing of the Chenzhou Environmental Sale and Purchase Agreement as a guarantee payment to Beijing Equity Exchange; and 2. the remaining RMB12.0 million (equivalent to approximately HK$14.64 million) shall be deposited to the bank account of Beijing Equity Exchange three days after the effective of the Chenzhou Environmental Sale and Purchase Agreement. The Purchaser has agreed to instruct Beijing Equity Exchange to transfer the entire CE Consideration of RMB14.0 million (equivalent to approximately HK$17.08 million) to the Vendor’s designated bank account three days after the issue of transaction voucher by Beijing Equity Exchange. The CE Consideration shall be satisfied by internal resources of the Group. 2 Equity interest transfer approval and handover The Vendor shall procure the registration of the transfer of equity interest within 30 days from the issue of transaction voucher by Beijing Equity Exchange. According to the Directors, before the formal transfer of title and upon the full payment of the CE Consideration, the official seals and registration and business licenses of Chenzhou Environmental shall be held in joint custody by the Vendor and the Purchaser. Repayment of Chenzhou Environmental’s borrowings Pursuant to the Chenzhou Environmental Sale and Purchase Agreement, CE Consideration amounted to approximately RMB10.61 million (equivalent to approximately HK$12.94 million) represented payment of consideration for the settlement of Chenzhou Environmental’s outstanding borrowings. The Vendor has undertaken that all borrowings of Chenzhou Environmental will be settled prior to handover. HENG YANG ENVIRONMENTAL SALE AND PURCHASE AGREEMENT Date 21 September 2015 Parties Purchaser: Greenspring (Nanjing) Recycling Resources Investment Co., Ltd* Vendor: Datang Huayin Electric Power Co., Ltd* Interest to be acquired Pursuant to the Heng Yang Environmental Sale and Purchase Agreement, the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell, the entire equity interest and the shareholder loan of the Heng Yang Environmental. Consideration The consideration for Heng Yang Environmental (“HY Consideration”), being RMB11.0 million (equivalent to approximately HK$13.42 million) was based on the result of public tender through Beijing Equity Exchange. The HY Consideration shall be payable to the Vendor according to the following manner: 1. RMB2.0 million (equivalent to approximately HK$2.44 million) shall be payable upon signing of the Heng Yang Environmental Sale and Purchase Agreement as a guarantee payment to Beijing Equity Exchange; and 2. the remaining RMB9.0 million (equivalent to approximately HK$10.98 million) shall be deposited to the bank account of Beijing Equity Exchange three days after the effective of the Heng Yang Environmental Sale and Purchase Agreement. 3 The Purchaser has agreed to instruct Beijing Equity Exchange to transfer the entire HY Consideration of RMB11.0 million (equivalent to approximately HK$13.42 million) to the Vendor’s designated bank account three days after the issue of transaction voucher by Beijing Equity Exchange. The HY Consideration shall be satisfied by internal resources of the Group. Equity interest transfer approval and handover The Vendor shall procure the registration of the transfer of equity interest within 30 days from the issue of transaction voucher by Beijing Equity Exchange. According to the Directors, before the formal transfer of title and upon the full payment of the HY Consideration, the official seals and registration and business licenses of Heng Yang Environmental shall be held in joint custody by the Vendor and the Purchaser. Repayment of Heng Yang Environmental’s borrowings Pursuant to the Heng Yang Environmental Sale and Purchase Agreement, HY Consideration amounted to approximately RMB8.79 million (equivalent to approximately HK$10.72 million) represented payment of consideration for the settlement of Heng Yang Environmental’s outstanding borrowings. The Vendor has undertaken that all outstanding borrowings of Heng Yang Environmental will be settled prior to handover. INFORMATION OF THE VENDOR, CHENZHOU ENVIRONMENTAL, HENG YANG ENVIRONMENTAL AND THE PURCHASER Information of the Vendor The Vendor is a state-owned enterprise incorporated in the PRC which holds the entire equity interests of Chenzhou Environmental and Heng Yang Environmental. Upon Completion, the Vendor will cease to hold any interests in both Chenzhou Environmental and Heng Yang Environmental. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Information of the Chenzhou Environmental Chenzhou Environmental is a company incorporated in the PRC on 18 July 2012, which is currently 100% owned by the Vendor. Chenzhou Environmental principally engages in solid waste detox treatment and landfill gas power generation in Xiangshan Ping, Suxian District, Chenzhou City, Hunan Province. 4 Information of Heng Yang Environmental Heng Yang Environmental is a company incorporated in the PRC on 22 February 2011, which is currently 100% owned by the Vendor. Heng Yang Environmental principally engages in solid waste detox treatment and landfill gas power generation in Zhang Mu Town, Hengyang County, Hunan Province. Information of the Purchaser The Purchaser is a company incorporated in the PRC and is an indirect wholly-owned subsidiary of the Company. The Purchaser is principally engaged in the exploitation, generation and sale of renewable energy. REASONS FOR THE ACQUISITIONS The Group engages in (i) provision of water supply and sewage treatment services; (ii) construction of water supply and sewage treatment infrastructure and (iii) investment and operation of new energy and renewable energy projects. The Group tapped into the investment and operation of new energy and renewable energy business in 2013. The Group commenced tapping into the investment and operation of new energy and renewable energy business in 2013. As at the date of this announcement, the Group is operating 7 existing garbage resources power generating projects under full operation. In order to further enhance its business presence and investment portfolio in the new energy and renewable energy business, the Group had been seeking investment opportunities to further invest in such business sector. In the second half of 2015 the Group acquired (i) Baoji City Electric Power Development Co.,