Kangda International Environmentl : Circulars - PROPOSALS FOR PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT, GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES OF THE COMPANY, RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND NOTICE OF ANNUAL GENERAL MEETING

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kangda International Environmental Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSALS FOR

PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT, GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE SHARES OF THE COMPANY,

RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Kangda International Environmental Company Limited to be held at the meeting room of the Company on 6th Floor, Office Building of the Company at No. 72, Avenue of Stars, Innovative & High-Tech Park, North New Zone, Chongqing, the PRC at 10:00 a.m. on Thursday, 25 May 2017 is set out on pages 14 to 19 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish.

24 April 2017

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD .. ....... ....... ........ ....... ........ ....... ....... 3

APPENDIX I -DETAILS OF THE RETIRING DIRECTORS PROPOSED

TO BE RE-ELECTED ... ........ ....... ........ ....... ....... 8

APPENDIX II -EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE 11

NOTICE OF ANNUAL GENERAL MEETING 14

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''Annual General Meeting'' the annual general meeting of the Company to be held at

the meeting room of the Company on 6th Floor, Office Building of the Company at No. 72, Avenue of Stars, Innovative & High-Tech Park, North New Zone, Chongqing, the PRC at 10: 00 a.m. on Thursday, 25 May 2017 or any adjournment thereof, the notice of which is set out on pages 14 to 19 of this circular

''Articles of Association'' the articles of association of the Company

''Board'' the board of Directors

''Cayman Company Law'' the Company Law, Cap. 22 (Law 3 of 1961, as consolidated

and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

''Company'' Kangda International Environmental Company Limited (康

達國際環保有限公司), an exempted company incorporated

under the laws of the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange

''Director(s)'' the director(s) of the Company

''Extension Mandate'' a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to the effect that the total number of Shares which may be allotted and issued under the General Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

''General Mandate'' a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the relevant resolution granting the General Mandate

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date'' 18 April 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained in this circular

''Listing Rules'' The Rules Governing the Listing of Securities on the Stock Exchange

''PRC'' the People's Republic of China, which for the purpose of this circular excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

''Repurchase Mandate'' a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

''RMB'' Renminbi, the lawful currency of the PRC

''Securities and Futures Ordinance''

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

''Share Premium Account'' the share premium account of the Company

''Share(s)'' ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

''Shareholder(s)'' the holder(s) of the Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' the Codes on Takeovers and Mergers and Share Buy-backs

issued by the Securities and Futures Commission in Hong Kong

''%'' per cent