Kunming Dianchi Water Treatment : DISCLOSEABLE TRANSACTION IN RELATION TO THE PROVISION OF ENTRUSTED LOANS TO KUNMING BUS

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.

Kunming Dianchi Water Treatment Co., Ltd.

昆明滇池水務股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3768)

DISCLOSEABLE TRANSACTION IN RELATION TO

THE PROVISION OF ENTRUSTED LOANS TO KUNMING BUS

PROVISION OF ENTRUSTED LOANS

Reference is made to the Company's announcement dated 3 April 2019 which disclosed that the Company entered into the entrusted loan contract with Kunming Bus and CITIC Bank on 3 April 2019, pursuant to which the Company entrusts CITIC Bank to provide a RMB300 million loan to Kunming Bus. As at the date of this announcement, all loans under the aforesaid entrusted loan contract have been repaid. The Board announces that the Company entered into the first Entrusted Loan Contract and the second Entrusted Loan Contract with Kunming Bus and the Bank of Communications on 23 January 2020 and 13 February 2020 respectively, pursuant to which the Company entrusts the Bank of Communications to provide RMB60 million and RMB240 million loans respectively to Kunming Bus.

LISTING RULES IMPLICATIONS

As the parties to the first Entrusted Loan Contract and the second Entrusted Loan Contract are the same, in accordance with Rule 14.22 of the Listing Rules, the transactions under the first Entrusted Loan Contract and the second Entrusted Loan Contract shall be aggregated. As the highest of the applicable percentage ratios calculated according to Rule 14.07 of the Listing Rules in respect of the first Entrusted Loan Contract and the second Entrusted Loan Contract, on an aggregated basis, exceeds 5% but all of the applicable percentage ratios are less than 25%, the Entrusted Loan Transactions constitute discloseable transactions for the Company and therefore subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

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Reference is made to the Company's announcement dated 3 April 2019 which disclosed that the Company entered into the entrusted loan contract with Kunming Bus and CITIC Bank on 3 April 2019, pursuant to which the Company entrusts CITIC Bank to provide a RMB300 million loan to Kunming Bus. As at the date of this announcement, all loans under the aforesaid entrusted loan contract have been repaid. The Board announces that the Company entered into the first Entrusted Loan Contract and the second Entrusted Loan Contract with Kunming Bus and the Bank of Communications on 23 January 2020 and 13 February 2020 respectively, pursuant to which the Company entrusts the Bank of Communications to provide RMB60 million and RMB240 million loans respectively to Kunming Bus.

1. THE ENTRUSTED LOAN CONTRACTS
   Salient terms of the Entrusted Loan Contracts are set out below:

Date of the Entrusted Loan	The first Entrusted Loan Contract: 23 January 2020
Contracts	The second Entrusted Loan Contract: 13 February 2020
Parties	(i)	Kunming Bus (as borrower)
	(ii) The Company (as trustor)
	(iii) The Bank of Communications (as trustee)
Term of entrusted loans	The first Entrusted Loan Contract:
	one year from 23 January 2020 to 23 January 2021
	The second Entrusted Loan Contract:
	one year from 14 February 2020 to 14 February 2021
Principal amount of	The first Entrusted Loan Contract: RMB60 million
entrusted loans	The second Entrusted Loan Contract: RMB240 million
Interest rate	The interest rate of 8.5% is fixed during the term of the loans.
	Interest is paid quarterly and the interest settlement date is the
	20th day of the last month of each quarter.

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Release of loan	The principal of the entrusted loan under the first Entrusted
	Loan Contract was released to Kunming Bus in one lump sum
	on 23 January 2020 and the principal of the entrusted loan
	under the second Entrusted Loan Contract will also be released
	to Kunming Bus in one lump sum. The Company must open a
	special settlement account for entrusted loans with the Bank of
	Communications and, before the entrusted loan is released, deposit
	the full amount of the entrusted funds into the special settlement
	account equivalent to the amount of the entrusted loan to be
	released. Upon satisfaction of the conditions precedent stipulated
	in the Entrusted Loan Contract, Kunming Bus can withdraw the
	loan. The conditions precedent for withdrawal include, but not
	limited to, the Entrusted Loan Contract coming into effect, the
	opening of a settlement account at the Bank of Communications
	by Kunming Bus, the deposit of full amount of entrusted loan
	by the Company and the provision of the notice by the Company
	authorising the release of the entrusted loan, etc..
Repayment	Interest will be paid quarterly and principal will be repaid upon
	maturity.
Early repayment	Kunming Bus may repay the loans in full or part in advance with
	the Company's written consent.
Service charge	The Company needs not to pay any service charge for the
	entrusted loans to the Bank of Communications.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, as of the date of this announcement, both Kunming Bus and the Bank of Communications are third parties independent from the Company and its connected person(s).

The Company will use its own funds to fund the loans under the Entrusted Loan Contracts.

1. REASONS FOR AND BENEFITS OF THE ENTRUSTED LOAN TRANSACTIONS
   As far as the Company is aware, Kunming Bus plans to borrow a short-term loan from the Company to supplement Kunming Bus's daily working capital funds. As agreed in the Entrusted Loan Contract, the loan carries an annual interest rate of 8.5%. For reference, the loan prime rate promulgated by the National Interbank Funding Center as at 20 January 2020 for 1 year RMB loans is 4.15%, which is 4.35% lower than the interest rate for the Transaction. By making this loan available to Kunming Bus, the Company is expected to increase its capital turnover rate and reduce capital precipitation, and may also increase the chance to cooperate with Kunming Bus in the future in the aspects such as the cooperation in the form of innovative financing and resources sharing.
   For the above reasons, the Directors (including the independent non-executive Directors) believe that the Entrusted Loan Transactions are entered into on normal commercial terms, and is fair and reasonable and in the interests of the Company and its shareholders as a whole.

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1. GENERAL INFORMATION The Company
   The Company is a leading municipal wastewater treatment and reclaimed water supply services provider in Yunnan Province, the PRC, an integrated water-related services (including running water supply service) provider and a core enterprise implementing the PRC's strategic goal to treat pollutants at Dianchi Lake.
   Kunming Bus
   Kunming Bus is a wholly state-owned limited liability company controlled by Kunming SASAC and also the largest state-ownedpublic-welfare enterprise in Yunnan that mainly engages in urban public transportation services and closely combines social benefits with economic benefits.
   The Bank of Communications

The Bank of Communications is a China-based financial institution that is mainly engaged in taking public deposits and providing loans and other activities.

IV. LISTING RULES IMPLICATIONS

As the parties to the first Entrusted Loan Contract and the second Entrusted Loan Contract are the same, in accordance with Rule 14.22 of the Listing Rules, the transactions under the first Entrusted Loan Contract and the second Entrusted Loan Contract shall be aggregated. As the highest of the applicable percentage ratios calculated according to Rule 14.07 of the Listing Rules in respect of the first Entrusted Loan Contract and the second Entrusted Loan Contract, on an aggregated basis, exceeds 5% but all of the applicable percentage ratios are less than 25%, the Entrusted Loan Transactions constitute discloseable transactions for the Company and therefore subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

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1. DEFINITIONS
   In this announcement, unless context otherwise requires, the terms listed below have the following meanings:

"Board"	the board of Directors
"Bank of Communications"	Yunnan Branch of Bank of Communications Co.,
	Ltd., a third party independent of the Company and its
	connected person(s)
"CITIC Bank"	Kunming Branch of China CITIC Bank Corporation
	Limited, a third party independent from the Company
	and its connected person(s)
"Company"	Kunming Dianchi Water Treatment Co., Ltd. ( 昆	明
	滇 池 水 務 股 份 有 限 公 司), a joint stock company
	incorporated in the PRC with limited liability on 23
	December 2010, and its H Shares are listed on the Stock
	Exchange (stock code: 3768)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	the director(s) of the Company
"Entrusted Loan Contract(s)"	the Entrusted Loan Contract(s) entered into between
	t h e C o m p a n y , K u n m i n g B u s a n d t h e B a n k o f
	Communications
"Entrusted Loan Transactions"	the transactions contemplated under the Entrusted
	Loan Contracts that the Company entrusts the Bank
	of Communications to provide RMB60 million and
	RMB240 million loans respectively to Kunming Bus
"Kunming Bus"	Kunming Bus Group Co., Ltd.* ( 昆 明 公 交 集 團
	有 限 責 任 公 司), formerly known as Kunming Bus
	Corporation, a wholly state-owned limited liability
	company incorporated in China, and a third party
	independent from the Company and its connected
	person(s) as at the date of this announcement
"Kunming SASAC"	State-owned Assets Supervision and Administration
	C o m m i s s i o n o f K u n m i n g M u n i c i p a l P e o p l e ' s
	Government

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"Listing Rules"	the Rules Governing the Listing of Securities on
	the Stock Exchange, as amended, supplemented and
	otherwise modified from time to time
"PRC" or "China"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent.

By order of the Board

Kunming Dianchi Water Treatment Co., Ltd.

Guo Yumei

Chairperson

Kunming, the PRC, 13 February 2020

As of the date of this announcement, the Board comprises Ms. Guo Yumei and Mr. Luo Yun, as executive Directors; Ms. Song Hong and Ms. Zhao Zhu, as non-executive Directors; and Mr. Yin Xiaobing, Mr. He Xifeng and Mr. Sin Lik Man, as independent non-executive Directors.

• For identification purpose only

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