China Everbright Water Limited 中國光大水務有限公司 (Incorporated in Bermuda with limited liability) 中國光大水務有限公司 China Everbright Water Limited China Everbright Water Stock Code: 1857 China Everbright Water Limited 中國光大水務有限公司 Joint Sponsors Joint Global Coordinators Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice. China Everbright Water Limited (Incorporated in Bermuda with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 103,970,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Public Offer Shares : 10,398,000 Shares (subject to adjustment) Number of International Offer Shares : 93,572,000 Shares (subject to adjustment and the Over- allotment Option) Maximum Offer Price : HK$4.35 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$1.00 per Share Stock code : 1857 Joint Sponsors Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, 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 Prospectus. A copy of this Prospectus, having attached thereto the documents specified in the section titled “Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this Prospectus or any other document referred to above. Our Company is incorporated in Bermuda and substantially all of our businesses are located in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between Bermuda, the PRC and Hong Kong and that there are different risk factors relating to the investment in our Company. Potential investors should also be aware that the regulatory frameworks in Bermuda and the PRC are different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may be offered or sold only outside the United States in offshore transactions in accordance with Regulation S. The Offer Price is expected to be fixed by agreement between the Joint Representatives (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, April 29, 2019 and, in any event, not later than Monday, April 29, 2019, or such other date as agreed between parties. The Offer Price will be no more than HK$4.35 per Offer Share and is currently expected to be no less than HK$2.99 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by Monday, April 29, 2019, or such other date as agreed between parties between the Joint Representatives (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in the section titled “Risk Factors”. The Joint Representatives (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below as stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.ebwater.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. For further information, please refer to the sections titled “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Please refer to the section titled “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination”. April 24, 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.ebwater.com. Application lists open(2) 11:45 am Monday, April 29, 2019 Latest time for lodging WHITE and YELLOW Application Forms 12:00 noon Monday, April 29, 2019 Latest time to give electronic application instructions to HKSCC(3) 12:00 noon Monday, April 29, 2019 Application lists close 12:00 noon Monday, April 29, 2019 Expected Price Determination Date(4) Monday, April 29, 2019 (1) Announcement of: • the Offer Price; • the level of applications in the Hong Kong Public Offering; • an indication of the level of interest in the International Offering; and • the basis of allocation of the Hong Kong Public Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.ebwater.com on or before(5) Tuesday, May 7, 2019 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see paragraph entitled “Publication of Results” in the section entitled “How to Apply for Hong Kong Public Offer Shares”) from(6) Tuesday, May 7, 2019 Results of allocations in the Hong Kong Public Offering will be available at www.ewhiteform.com.hk/results with a “search by ID” function from Tuesday, May 7, 2019 Dispatch/Collection Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) Tuesday, May 7, 2019 Dispatch/Collection of refund cheques on or before(7)(8) Tuesday, May 7, 2019 Dealings in Shares on the Hong Kong Stock Exchange to commence on Wednesday, May 8, 2019 –i– EXPECTED TIMETABLE(1) Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. Details of the structure of the Global Offering, including its condition, are set out in the section headed “Structure of the Global Offering” in this Prospectus. (2) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, April 29, 2019, the application lists will not open and close on that day. Please refer to the section entitled “How to Apply for Hong Kong Public Offer Shares — 9. Effect of Bad Weather on the Opening of the Application Lists”. (3) Applicants who apply for Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section entitled “How to Apply for Hong Kong Public Offer Shares — 5. Applying by Giving Electronic Application Instructions to HKSCC via CCASS”. (4) The Price Determination Date is expected to be on or around Monday, April 29, 2019 (Hong Kong time) and, in any event, not later than Monday, April 29, 2019 (Hong Kong time), or such other date as agreed between parties. If, for any reason, the Offer Price is not agreed between the Joint Representatives (for themselves and on behalf of the Underwriters) and our Company by Monday, April 29, 2019, or such other date as agreed between parties, the Global Offering will not proceed and will lapse. (5) None of the websites or any of the information contained on the website forms part of this Prospectus. (6) No temporary documents of title will be issued in respect of the Offer Shares. Share certificates are expected to be issued on Tuesday, May 7, 2019 but will only become valid provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on Wednesday, May 8, 2019. Investors who trade Shares on the basis of publicly available allocation details before the receipt of share certificates and before they become valid do so entirely at their own risk. (7) Applicants who apply for 1,000,000 or more Hong Kong Public Offer Shares and have provided all required information may collect refund cheques (where applicable) and Share certificates (where applicable) in person from our Hong Kong Share Registrar, from 9:00 a.m.