China Everbright Greentech : ANNOUNCEMENT IN RESPECT OF (1) THE POSSIBLE ABN ISSUE; AND (2) CONNECTED TRANSACTION IN ENTERING THE UNDERWRITING AGREEMENT

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere.

CHINA EVERBRIGHT GREENTECH LIMITED

中 國 光 大 綠 色 環 保 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1257)

ANNOUNCEMENT IN RESPECT OF

1. 1. THE POSSIBLE ABN ISSUE; AND
2. CONNECTED TRANSACTION IN ENTERING THE UNDERWRITING AGREEMENT

THE POSSIBLE ABN ISSUE

The Board is pleased to announce that, on 28 January 2021, EB Greentech Management Shenzhen, a wholly-owned subsidiary of the Company, received the Notice of Registration Acceptance issued by NAFMII in respect of the Possible ABN Issue. Pursuant to the Notice of Registration Acceptance, the maximum registered principal amount of the Possible ABN Issue shall be RMB2 billion (equivalent to approximately HK$2.4 billion). Such maximum registered principal amount shall be valid for two years from the date of the Notice of Registration Acceptance, being 27 January 2021.

The Company will make further disclosure on the progress of the Possible ABN Issue as and when appropriate.

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The Company would like to emphasise that, even though EB Greentech Management Shenzhen has received the Notice of Registration Acceptance for the Possible ABN Issue, Shareholders and potential investors are reminded that the Possible ABN Issue may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

THE UNDERWRITING AGREEMENT

On the same date that EB Greentech Management Shenzhen received the Notice of Registration Acceptance, EB Greentech Management Shenzhen entered into the Underwriting Agreement with Everbright Securities, SPDB and JIC Trust, pursuant to which EB Greentech Management Shenzhen engaged Everbright Securities as the lead underwriter and bookrunner, and SPDB as the joint lead underwriter, in respect of the Possible ABN Issue.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Everbright Securities is a 30%-controlled company of CE Group, the indirect controlling shareholder of the Company. Accordingly, Everbright Securities is an associate of CE Group and is regarded as a connected person of the Company under the Listing Rules. Therefore, the provision of underwriting services by Everbright Securities to EB Greentech Management Shenzhen contemplated under the Underwriting Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

During the 12-month period preceding the date of the Underwriting Agreement, the Company has entered into the Previous Underwriting Agreement with Everbright Securities (as one of the underwriters) for the Previous Medium-Term Notes Issuance. As all the applicable percentage ratios of the Previous Underwriting Agreement were less than 0.1%, the Previous Underwriting Agreement constituted a de minimis transaction pursuant to Rule 14A.76 of the Listing Rules and was fully exempt from the reporting, announcement, circular and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. However, since both of the Previous Underwriting Agreement and the Underwriting Agreement were entered into by the Group in relation to notes underwritten by Everbright Securities, the provision of underwriting services by Everbright Securities under the Previous Underwriting Agreement and the Underwriting Agreement shall be aggregated as a series of transactions under Rules 14A.81 and 14A.82 of the Listing Rules.

As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Previous Underwriting Agreement and the Underwriting Agreement (on an aggregated basis) is more than 0.1% but all of them are less than 5%, the entering into of the Underwriting Agreement is subject to the reporting and announcement requirements, but exempted from the circular and independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

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This announcement is made by the Board pursuant to Rule 13.09 and Chapter 14A of the Listing Rules and Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

1. THE POSSIBLE ABN ISSUE

The Board is pleased to announce that, on 28 January 2021, EB Greentech Management Shenzhen, a wholly-owned subsidiary of the Company, received the Notice of Registration Acceptance issued by NAFMII in respect of the Possible ABN Issue. Pursuant to the Notice of Registration Acceptance, the maximum registered principal amount of the Possible ABN Issue shall be RMB2 billion (equivalent to approximately HK$2.4 billion). Such maximum registered principal amount shall be valid for two years from the date of the Notice of Registration Acceptance, being 27 January 2021. The targeted subscribers for the ABN shall be institutional investors in the national inter-bank bond market in the PRC.

The ABN may be issued in one or more tranches and the actual size of issue will be determined based on the Group's capital needs and market conditions prevailing at the time of issue. Each tranche of the ABN is expected to be issued in two classes, namely preferential ABN and subordinated ABN.

The Company will make further disclosure on the progress of the Possible ABN Issue as and when appropriate.

The Company would like to emphasise that, even though EB Greentech Management Shenzhen has received the Notice of Registration Acceptance for the Possible ABN Issue, Shareholders and potential investors are reminded that the Possible ABN Issue may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

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2. THE UNDERWRITING AGREEMENT

On the same date that EB Greentech Management Shenzhen received the Notice of Registration Acceptance, EB Greentech Management Shenzhen entered into the Underwriting Agreement with Everbright Securities, SPDB and JIC Trust, pursuant to which EB Greentech Management Shenzhen engaged Everbright Securities as the lead underwriter and bookrunner, and SPDB as the joint lead underwriter, in respect of the Possible ABN Issue.

The principal terms of the Underwriting Agreement are as follows:

Date

28 January 2021

Parties

1. EB Greentech Management Shenzhen (as the initiating entity);
2. Everbright Securities (as the lead underwriter and bookrunner);
3. SPDB (as the joint lead underwriter); and
4. JIC Trust (as the trustee and manager of the trust).

Underwriting commitment

Pursuant to the Underwriting Agreement, Everbright Securities and SPDB severally (but not jointly) and conditionally agreed to underwrite the possible ABN on a standby commitment basis in the respective proportion of 60% and 40%.

Underwriting fee

In consideration of the performance of the obligations under the Underwriting Agreement by the Underwriters, EB Greentech Management Shenzhen and JIC Trust agreed to pay the Underwriters an underwriting fee (inclusive of sales commission) which shall equal to the aggregate face value of the ABN issued, multiplied by the term of the ABN and the annual underwriting fee rate of 0.2%.

The proportion of underwriting fee payable to Everbright Securities and SPDB respectively shall correspond with their proportion of underwriting commitment.

The total underwriting fee for each tranche of the ABN shall be collected on the payment date by way of deduction of such amount by Everbright Securities, as the bookrunner for the Possible ABN Issue, from the proceeds of the issuance of the relevant tranche of the ABN. The proportion of the underwriting fee payable to SPDB shall be paid by Everbright Securities to SPDB within 3 business days of relevant payment date.

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