Datang Environment Industry Group Co., Ltd. — AGM Information 2021

Apr 19, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Datang Environment Industry Group Co., Ltd. , you should at once hand this circular together with the accompanying proxy form and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司

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

(Stock Code: 1272)

(1) REPORT OF THE BOARD FOR 2020

(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2020

(3) FINAL FINANCIAL ACCOUNTS FOR 2020

(4) FINANCIAL BUDGET REPORT FOR 2021

(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020

(6) PROFIT DISTRIBUTION PLAN FOR 2020 AND THE PROPOSED 2020

FINAL DIVIDEND

(7) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2020

(8) INVESTMENT PLAN FOR 2021

(9) RE-APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR 2021

(10) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(11) NOTICE OF 2020 ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 1 to 27 of this circular.

A notice convening the 2020 AGM of the Company to be held at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 28 to 30 of this circular.

If you intend to appoint a proxy to attend the 2020 AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the H Share Registrar and for holders of Domestic Shares, the form of proxy should be returned to the Company’s board office in the PRC in person or by post not less than 24 hours before the time fixed for holding the 2020 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM or at any other adjourned meeting should you so wish.

If you intend to attend the 2020 AGM in person or by proxy, you are required to complete and return the reply slip (for holders of H Shares) to the H Share Registrar or (for holders of Domestic Shares) to the Company’s board office in the PRC on or before Saturday, 15 May 2021.

19 April 2021

• For identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
NOTICE OF 2020 ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

– i –

DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:

• “2020 AGM” the 2020 annual general meeting of the Company to be held at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC

• “Articles of Association” the articles of association of the Company (as amended, altered or otherwise supplemented from time to time)

• “Board” the board of Directors of the Company

• “China” or “PRC” the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan

• “Company” Datang Environment Industry Group Co., Ltd.* (大唐環境產業集團 股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1272)

• “Director(s)” director(s) of the Company

• “Domestic Share(s)” the ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and have not been listed on any stock exchanges

• “H Share(s)” the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange

• “H Share Registrar” Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company

• “Hong Kong” or “HK” Hong Kong Special Administrative Region of the PRC

• “IFRS(s)” International Financial Reporting Standards

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– ii –

DEFINITIONS

“PBOC” the People’s Bank of China (中國人民銀行) “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended or supplemented from time to time) “Share(s)” Domestic Share(s) and/or H Share(s) “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “%” per cent

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LETTER FROM THE BOARD

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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司

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

(Stock Code: 1272)

Non-executive Directors:

Mr. Qu Bo Mr. Liu Quancheng Mr. Liu Ruixiang Mr. Li Zhenyu

Registered Office and Head Office in the PRC: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC

Executive Directors:

Mr. Wang Yanwen Mr. Tian Dan

Principal Place of Business in Hong Kong: 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

Independent Non-executive Directors:

Mr. Ye Xiang Mr. Mao Zhuanjian Mr. Gao Jiaxiang

19 April 2021

To the Shareholders

Dear Sir or Madam,

(1) REPORT OF THE BOARD FOR 2020

(2) REPORT OF THE SUPERVISORY COMMITTEE FOR 2020

(3) FINAL FINANCIAL ACCOUNTS FOR 2020

(4) FINANCIAL BUDGET REPORT FOR 2021

(5) INDEPENDENT AUDITOR’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020

(6) PROFIT DISTRIBUTION PLAN FOR 2020 AND THE PROPOSED 2020 FINAL DIVIDEND

(7) REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2020

(8) INVESTMENT PLAN FOR 2021

(9) RE-APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR 2021

(10) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(11) NOTICE OF 2020 ANNUAL GENERAL MEETING

• For identification purpose only

– 1 –

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with further information regarding the following resolutions to be proposed at the 2020 AGM to enable you to make informed decisions on whether to vote for or against or abstain from voting on such resolutions at the 2020 AGM. Such resolutions and relevant details are set out in this Letter from the Board.

II. MATTERS TO BE RESOLVED AT THE 2020 AGM

Ordinary Resolutions

1. Report of the Board for 2020

An ordinary resolution will be proposed at the 2020 AGM to approve the Report of the Board for 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. The full text of this report is included in the 2020 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 19 April 2021.

2. Report of the Supervisory Committee for 2020

An ordinary resolution will be proposed at the 2020 AGM to approve the Report of the Supervisory Committee for 2020. The resolution was considered and approved by the Supervisory Committee at the seventh meeting of the second session of the Supervisory Committee. The full text of this report is included in the 2020 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 19 April 2021.

3. Final Financial Accounts for 2020

An ordinary resolution will be proposed at the 2020 AGM to approve the final financial accounts for 2020 which were audited in accordance with the IFRSs.

The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. According to the IFRSs, the revenue for 2020 in the Company’s consolidated financial statements amounted to RMB6,821.071 million; cost of sales amounted to RMB5,652.769 million; administrative expenses amounted to RMB483.796 million; financial expense amounted to RMB270.291 million; profit before tax amounted to RMB322.658 million; and total comprehensive income amounted to RMB211.320 million (comprehensive income attributable to equity owners amounted to RMB303.319 million).

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LETTER FROM THE BOARD

4. Financial Budget Report for 2021

An ordinary resolution will be proposed at the 2020 AGM to approve the financial budget report for 2021. The resolution was considered and approved by the Board at the twentysecond meeting of the second session of the Board. The financial budget report was prepared with reference to the Company’s development goals for 2021 and the principle of the maximisation of values.

5. The Independent Auditor’s Report and the Audited Financial Statements for 2020

An ordinary resolution will be proposed at the 2020 AGM to approve the independent auditor’s report for 2020 and the audited financial statements of the Company for the year ended 31 December 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. The full texts of this independent auditor’s report and the audited financial statements are included in the 2020 annual report of the Company published at the Company’s website and the HKExnews website of the Stock Exchange on 19 April 2021.

6. Profit Distribution Plan for 2020 and Proposed 2020 Final Dividend

• (1) Proposed distribution of the Proposed 2020 Final Dividend

An ordinary resolution will be proposed at the 2020 AGM to approve the profit distribution plan for 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board.

The Board has proposed to distribute final dividends of the Company for the year ended 31 December 2020 (the “ Proposed 2020 Final Dividend ”) at RMB0.0446 (tax exclusive) per Share in cash to Shareholders. The Proposed 2020 Final Dividend shall be denominated and declared in RMB. The Proposed 2020 Final Dividend shall be paid by the Company to the holders of Domestic Shares in RMB and shall be denominated in RMB but paid to the holders of H Shares in Hong Kong dollar. The exchange rate of RMB into Hong Kong dollar shall be the average exchange rates as announced by the PBOC for five working days prior to the date of 2020 AGM. The Proposed 2020 Final Dividend is subject to the approval of Shareholders at the 2020 AGM on 4 June 2021.

If the proposed profit distribution plan is approved by the Shareholders at the 2020 AGM, the Proposed 2020 Final Dividend is expected to be distributed on or before Tuesday, 10 August 2021 to the Shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021 (the “ Record Date ”).

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LETTER FROM THE BOARD

Meanwhile, a resolution will be proposed at the 2020 AGM to grant authority to the Board to execute the above distribution plan.

• (2) Closure of register of members of H Shares for the proposed distribution of the Proposed 2020 Final Dividend

The Proposed 2020 Final Dividend is expected to be distributed on or before Tuesday, 10 August 2021 to the Shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021. In order to ascertain the entitlements of the Shareholders to receive the Proposed 2020 Final Dividend, the register of members of the Company will be closed from Friday, 25 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2020 Final Dividend, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Thursday, 24 June 2021.

(3) Tax

According to the Enterprise Income Tax Law of the PRC (《中華人民共和國企 業所得稅法》) and its implementation regulations (the “ EIT Law ”), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered in the name of non-individual enterprises, including HKSCC Nominees Limited, other agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise Shareholders (as defined under the EIT Law). When the Company distributes dividends to non-resident enterprise Shareholders, it is liable to withhold enterprise income tax on their behalf at an interest rate of 10%. If H Shareholders need to change their Shareholder’s status, they shall consult with the agents or trustees on the procedures. In strict compliance with laws and requirements of relevant government authorities, the Company will withhold the enterprise income tax according to the register of members of the H Shares of the Company as at the Record Date.

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LETTER FROM THE BOARD

Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the register of members of H Share(s) should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to the H Share Registrar, Computershare Hong Kong Investor Services Limited, if they do not wish to have the 10% enterprise income tax withheld and paid on their behalf by the Company.

Pursuant to the Notice on the Issues on Levy and Administration of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (《關 於國稅發(1993)045號文件廢止後有關個人所得稅徵管問題的通知》) issued by the State Administration of Tax on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprises which have issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general.

If the individual H Shareholders are residents of Hong Kong or Macau or those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will finally withhold and pay individual income tax at the rate of 10% on behalf of these Shareholders. If the individual H Shareholders are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the relevant tax treaty. Under the above circumstances, if the relevant individual H Shareholders want a refund of the extra amount withheld (the “ Extra Amount ”) due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the evidence required by the notice of the tax treaty to the H Share Registrar. The Company will assist with the tax refund after receiving approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which have an agreed tax rate of over 10% but less than 20% with the PRC under the tax treaty, the Company will withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax treaty. In the case that the individual H Shareholders are residents of the countries which have an agreed tax rate of 20% with the PRC, or which have not entered into any tax treaty with the PRC, or otherwise, the Company will withhold and pay the individual income tax at a rate of 20%.

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LETTER FROM THE BOARD

The Company will strictly comply with the laws and requirements of the relevant government authorities and withhold and pay enterprise and individual income tax on behalf of the Shareholders based on the register of members of the H Shares on the Record Date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding of enterprise income tax. The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of the status of the Shareholders or any disputes over the mechanism of withholding.

7. Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2020

An ordinary resolution will be proposed at the 2020 AGM to approve the remuneration report for Directors, Supervisors and senior management of the Company for 2020. The Board considered that the current remuneration policy for Directors, Supervisors and senior management of the Company is reasonable and proposed to continue to implement the current remuneration policy.

The above remuneration report has been considered by the remuneration and evaluation committee under the Board (the “ Remuneration Committee ”) and passed at the twentysecond meeting of the second session of the Board. When the Remuneration Committee and the Board took a vote on the above remuneration report after consideration, the relevant Directors abstained from voting on matters which conflicted with their interests.

8. Investment Plan for 2021

An ordinary resolution will be proposed at the 2020 AGM to approve the investment plan for 2021. It is estimated that the total investment plan of the Company for 2021 will amount to RMB206.48 million.

9. Re-appointment of International and Domestic Auditors for 2021

An ordinary resolution will be proposed at the 2020 AGM to approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for 2021, respectively, with a term of engagement ended upon the conclusion of the 2021 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company, to determine their remunerations based on the actual auditing works performed by the auditors.

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LETTER FROM THE BOARD

Special Resolution

10. Proposed amendments to the Articles of Association

In accordance with the requirements of documents including Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters Applicable to Companies Listed Abroad (Guo Han [2019] No. 97) (《國務院關於調整適用在 境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97號)), and the AllChina Federation of Trade Union’s Opinions on Strengthening the Construction of Employee Directors System and Employee Supervisors System of Incorporated Enterprises (Zong Gong Fa [2016] No. 33) (《中華全國總工會關於加強公司制企業職工董事制度、職工監事制度建 設的意見》(總工發[2016]33號)) formulated by the All-China Federation of Trade Union, the Company proposes to make amendments to the Articles of Association. Details are set out as follows:

Number	Original Article	Amended Article
1.	Article 8 The Articles of Association are binding on the Company and its shareholders, directors, supervisors, general managers and other senior management members, all of whom are entitled to claim rights regarding the Company’s affairs in accordance with the Articles of Association. Subject to Article 215 of the Articles of Association, the Articles of Association are actionable by a shareholder against the Company; by the Company against shareholders, directors, supervisors, general managers and other senior management members; by a shareholder against each other; and by a shareholder against directors, supervisors, general manager and other senior management members of the Company. ⋯⋯	Article 8 The Articles of Association are binding on the Company and its shareholders, directors, supervisors, general managers and other senior management members, all of whom are entitled to claim rights regarding the Company’s affairs in accordance with the Articles of Association. Subject to Article~~215~~ 219of the Articles of Association, the Articles of Association are actionable by a shareholder against the Company; by the Company against shareholders, directors, supervisors, general managers and other senior management members; by a shareholder against each other; and by a shareholder against directors, supervisors, general manager and other senior management members of the Company. ⋯⋯

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
2.	Article 34 Shares repurchased by the Company in accordance with subparagraphs (1), (2) and (4) of the Article 30 herein shall be transferred or cancelled within the period prescribed by laws and administrative regulations. Shares repurchased under subparagraph (1) shall be cancelled within ten days from the date of acquisition; for those circumstances described under subparagraphs (2) and (4), the shares shall be transferred or cancelled within six months. The shares repurchased by the Company in accordance with subparagraph (3) of the Article 30 shall not exceed 5% of the total issued shares of the Company and shall be transferred to its employees within one year; and the acquisition shall be financed out of the Company’s after-tax profit. ⋯⋯	Article 34 Shares repurchased by the Company in accordance with subparagraphs (1), (2) and (4) of the Article~~30~~ 31 herein shall be transferred or cancelled within the period prescribed by laws and administrative regulations. Shares repurchased under subparagraph (1) shall be cancelled within ten days from the date of acquisition; for those circumstances described under subparagraphs (2) and (4), the shares shall be transferred or cancelled within six months. The shares repurchased by the Company in accordance with subparagraph (3) of the Article~~30~~ 31shall not exceed 5% of the total issued shares of the Company and shall be transferred to its employees within one year; and the acquisition shall be financed out of the Company’s after-tax profit. ⋯⋯
3.	Article 36 ⋯⋯ This provision does not apply to the circumstances as stated in Article 37 of the Articles of Association.	Article 36 ⋯⋯ This provision does not apply to the circumstances as stated in Article~~37~~ 38of the Articles of Association.
4.	Article 38 The following activities shall not be deemed to be activities as prohibited in Article 35: ⋯⋯	Article 38 The following activities shall not be deemed to be activities as prohibited in Article~~35~~ 36: ⋯⋯

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
5.	Article 47 Transfers may not be entered in the register of shareholders within thirty days prior to the date of a shareholders’ general meeting or within five days before the record date set by the Company for the purpose of distribution of dividends. This Article shall not be applicable to the registration of changes in shareholder’ register in issuing new shares in accordance with Article 23 of these Articles of Association.		Article 47
6.	Article 59 In addition to obligations imposed by laws, administrative regulations or required by the stock exchange on which shares of the Company are listed, a controlling shareholder (as defined in the Article 59 herein) shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company: ⋯⋯		Article 59 In addition to obligations imposed by laws, administrative regulations or required by the stock exchange on which shares of the Company are listed, a controlling shareholder (as defined in the Article~~59~~ 60herein) shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company: ⋯⋯

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
7.	Article 64 A general meeting shall either be an annual general meeting or an extraordinary general meeting. The general meetings shall be convened by the Board. Annual general meetings are held once every year and within six months from the close of the preceding financial year. The Board shall convene an extraordinary general meeting within two months of the occurrence of any one of the following circumstances: (1) the number of directors is less than the quorum required by the Company Law or two-thirds of the number of directors specified in the Articles of Association; (2) when the unrecovered losses of the Company amount to one third of the total amount of its share capital; (3) where any shareholder holding severally or jointly 10% or more of the Company’s issued and outstanding shares carrying voting rights requests in writing for the convening of an extraordinary general meeting; (4) when deemed necessary by the Board or when requested by the Board of Supervisors; or (5) when proposed by half or more of independent non-executive directors.		Article 64 A general meeting shall either be an annual general meeting or an extraordinary general meeting. The general meetings shall be convened by the Board. Annual general meetings are held once every year and within six months from the close of the preceding financial year. ~~The Board shall convene an extraordinary~~ ~~general meeting within two months of the~~ ~~occurrence of any one of the following~~ ~~circumstances:~~ ~~(1)~~ ~~the number of directors is less than~~ ~~the quorum required by the Company~~ ~~Law or two-thirds of the number of~~ ~~directors specified in the Articles of~~ ~~Association;~~ ~~(2)~~ ~~when the unrecovered losses of the~~ ~~Company amount to one third of the~~ ~~total amount of its share capital;~~ ~~(3) where any shareholder holding~~ ~~severally or jointly 10% or more of~~ ~~the Company’s issued and outstanding~~ ~~shares carrying voting rights requests~~ ~~in writing for the convening of an~~ ~~extraordinary general meeting;~~ ~~(4)~~ ~~when deemed necessary by the Board~~ ~~or when requested by the Board of~~ ~~Supervisors; or~~ ~~(5)~~ ~~when proposed by half or more of~~ ~~independent non-executive directors.~~
			~~(3)~~ ~~(4)~~ ~~(5)~~

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
8.	Article 65 The Company shall hold the general meeting at the domicile of the Company or such other specific places as notified by the convener of the general meeting. A general meeting shall have a venue where it shall be held in the form of a physical meeting. Subject to the laws, regulations and mandatory provisions of the listing rules in the listing place, the Company will also provide online transmission or other ways for the convenience of shareholders. Shareholders who attend the meeting in the aforesaid manners shall be deemed as present. On the premise of the lawfulness and validity of general meetings, the Company shall facilitate the participation of shareholders in general meetings by various means and ways, with priority first given to the modern information technology means, such as an online voting platform, etc.		Article 65

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
		T h e B o a r d s h a l l c o n v e n e a n extraordinary general meeting within two months of the occurrence of any one of the following circumstances: (1) the number of directors is less than the quorum required by the Company Law or two-thirds of the number of directors specified in the Articles of Association; (2) when the unrecovered losses of the Company amount to one third of the total amount of its share capital; (3) where any shareholder holding severally or jointly 10% or more o f t h e C o m p a n y’s i s s u e d a n d outstanding shares carrying voting rights requests in writing for the convening of an extraordinary general meeting; (4) when deemed necessary by the Board or when requested by the Board of Supervisors; or (5) when proposed by half or more of independent non-executive directors.

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LETTER FROM THE BOARD

Number	Original Article			Amended Article
9.	Article 66 A forty-five days’ prior written notice for convening the shareholders’ general meeting shall be given to notify shareholders whose names appear in the register of shareholders of the matters proposed to be considered and the date and place of the meeting. Shareholders who intend to attend the meeting shall serve the written reply slip to the Company twenty days prior to the date of the meeting. The date of the general meeting and the date when the notice is dispatched shall not be included in the calculation of the period for issuing such notice.		Article 66
			~~notice for~~
			A general meeting shall have a venue where it shall be held in the form of a physical meeting. Subject to the laws, regulations and mandatory provisions o f t h e l i s t i n g r u l e s i n t h e l i s t i n g place, the Company will also provide online transmission or other ways for the convenience of shareholders. Shareholders who attend the meeting in the aforesaid manners shall be deemed as present. On the premise of the lawfulness and validity of general meetings, the Company shall facilitate the participation of shareholders in general meetings by various means and ways, with priority first given to the modern information technology means, such as an online voting platform, etc.

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
10.	Article 67 When the Company convenes a general meeting, the Board, the Board of Supervisors and the shareholders either individually or collectively holding 3% or more of the Company’s shares may put up ad hoc proposals. When the Company convenes an annual general meeting, shareholders either individually or collectively holding 3% or more of the Company’s shares have the right to put up ad hoc proposals in writing to the Company, and the Company shall include such ad hoc proposals into the agenda for such general meeting if they are matters falling within the functions and powers of general meeting. The ad hoc proposals raised by shareholders shall satisfy the following requirements: (1) free of conflicts with the provisions of laws and regulations, and fall into the terms of reference of the general meeting; (2) with definite topics to discuss and specific matters to resolve; and (3) submitted or served to the Board in writing ten days prior to the date of the general meeting.		Article 67
			~~shall~~
			~~(1)~~
			~~(2)~~
			~~(3)~~

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
		A twenty business days’ prior written notice for convening the annual general meeting of the Company shall be given. A ten business days or fifteen days’ (whichever is longer) prior written notice for convening the extraordinary general meeting of the Company shall be given. Business day refers to the day on which the Hong Kong Stock Exchange is open for securities trading. The date of the general meeting and the date when the notice is dispatched shall not be included in the calculation of the period for issuing such notice.

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
11.	Article 68 The Company shall, based on the written replies received twenty days before the date of the general meeting, calculate the number of shares with voting right represented by the shareholders who intend to attend the meeting. If the number of shares with voting rights represented by the shareholders who intend to attend the meeting reaches one half or more of the Company’s total shares with voting rights, the Company may hold the general meeting; otherwise, the Company shall within five days notify the shareholders, again by way of a public announcement, of the matters to be considered at, and the place and date for, the meeting. The Company may then proceed to hold the meeting. An extraordinary general meeting shall not transact matters not stated in the notice of meeting.		Article 68

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
		When the Company convenes an annual general meeting, shareholders either individually or collectively holding 3% or more of the Company’s shares have the right to put up ad hoc proposals in writing to the Company, and the Company shall include such ad hoc proposals into the agenda for such general meeting if they are matters falling within the functions and powers of general meeting. T h e a d h o c p r o p o s a l s r a i s e d b y shareholders shall satisfy the following requirements: (1) free of conflicts with the provisions of laws and regulations, and fall into the terms of reference of the general meeting; (2) with definite topics to discuss and specific matters to resolve; and (3) submitted or served to the Board in writing ten days prior to the date of the general meeting.

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LETTER FROM THE BOARD

Number Original Article Amended Article 12. Article 70 Notice of a general meeting Article 70 Notice of a general meeting shall be served on the shareholders (whether shall be served on the shareholders (whether or not entitled to vote at the meeting), by or not entitled to vote at the meeting), by personal delivery or prepaid mail to the personal delivery or prepaid mail to the address of the shareholders as shown in the address of the shareholders as shown in the register of shareholders. Notices of general register of shareholders. Notices of general meetings of the Company can be given by meetings of the Company can be given by way of public announcement (including way of public announcement (including publication on the website of the Company) publication on the website of the Company) to the extent permitted under all applicable to the extent permitted under all applicable laws and regulations and the listing rules laws and regulations and the listing rules in the place where the Company’s shares in the place where the Company’s shares are listed. For holders of domestic shares, are listed. For holders of domestic shares, notices of general meeting can be given by notices of general meeting can be given by way of public announcement. way of public announcement.

The public announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by competent authorities such as the securities regulatory authority of the State Council within the interval between forty-five (45) days and fifty (50) days before the date of the meeting; after the publication of announcement, the holders of domestic shares shall be deemed to have received notice of the relevant shareholders’ general meeting.

The public announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by competent authorities such as the securities regulatory authority of the State Council ~~within the interval between forty-five (45) days and fifty (50) days before the date of the meeting;~~ after the publication of announcement, the holders of domestic shares shall be deemed to have received notice of the relevant shareholders’ general meeting.

1. Article 95 Rights conferred to class s h a r e h o l d e r s m a y n o t b e v a r i e d o r abrogated unless approved by way of a special resolution at a general meeting and by the affected class shareholders at a separate shareholders’ meeting convened in accordance with Articles 96 to 100.

Article 95 Rights conferred to class s h a r e h o l d e r s m a y n o t b e v a r i e d o r abrogated unless approved by way of a special resolution at a general meeting and by the affected class shareholders at a separate shareholders’ meeting convened in accordance with Articles ~~96 to 100~~ 97 to 101 .

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
14.	Article 97 Shareholders of the affected class, whether or not otherwise entitled to vote at general meetings, shall nevertheless be entitled to vote at class meetings in respect of matters concerning paragraphs (2) to (8), (11) and (12) of Article 95 set out above, but interested shareholder(s) shall not be entitled to vote at class meetings. The meaning of “interested shareholder(s)” as mentioned in the preceding paragraph is: (1) in the case of a repurchase of shares by pro rata offers to all shareholders or public dealing on a stock exchange under Article 31, a “controlling shareholder” within the meaning of Article 59 of the Articles of Association; (2) in the case of a repurchase of own shares by an off-market agreement under Article 31, a shareholder who is related to the agreement; and ⋯⋯	Article 97 Shareholders of the affected class, whether or not otherwise entitled to vote at general meetings, shall nevertheless be entitled to vote at class meetings in respect of matters concerning paragraphs (2) to (8), (11) and (12) of Article~~95~~ 96set out above, but interested shareholder(s) shall not be entitled to vote at class meetings. The meaning of “interested shareholder(s)” as mentioned in the preceding paragraph is: (1) in the case of a repurchase of shares by pro rata offers to all shareholders or public dealing on a stock exchange under Article~~31~~ 32, a “controlling shareholder” within the meaning of Article~~59~~ 60of the Articles of Association; (2) in the case of a repurchase of own shares by an off-market agreement under Article~~31~~ 32, a shareholder who is related to the agreement; and ⋯⋯
15.	Article 98 Resolutions of a class meeting shall be passed by shareholders present at the meeting representing two thirds or more of the voting rights according to Article 96.	Article 98 Resolutions of a class meeting shall be passed by shareholders present at the meeting representing two thirds or more of the voting rights according to Article~~96~~ 97.

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
16.	Article 99 A written notice shall be issued to shareholders whose names appear on the register of shareholders of such class forty-five days before the class meeting, specifying the matters proposed to be considered and the date and place of the meeting. The shareholders who intend to attend the meeting shall serve the written reply to the Company twenty days prior to the date of the meeting. If the number of shares carrying rights to vote at the meeting represented by the shareholders intending to attend the meeting reaches half or more of the total number of shares of such class carrying rights to vote at the meeting, the Company may hold the class meeting; otherwise, the Company shall within five days notify the shareholders again, by way of public announcement, of the matters to be considered at, and the place and date for, the meeting before it proceeds to hold the class meeting.		Article 99 Thewritten noticeperiod for convening a class meetingshall be the same as that for a non-class meeting to be convened together with the class meeting. The written notice shallinform shareholders of the class whose names appear on the register of shareholders of ~~such class~~ ~~forty-five days before the class~~ ~~meeting~~~~,specifying~~ the matters proposed to be considered and the date and place of the meeting.~~The shareholders who intend~~ ~~to attend the meeting shall serve the written~~ ~~reply to the Company twenty days prior to~~ ~~the date of the meeting~~ ~~.~~ ~~If the number of shares carrying rights~~ ~~to vote at the meeting represented by the~~ ~~shareholders intending to attend the meeting~~ ~~reaches half or more of the total number of~~ ~~shares of such class carrying rights to vote~~ ~~at the meeting, the Company may hold the~~ ~~class meeting; otherwise, the Company shall~~ ~~within five days notify the shareholders~~ ~~again, by way of public announcement,~~ ~~of the matters to be considered at, and the~~ ~~place and date for, the meeting before it~~ ~~proceeds to hold the class meeting.~~
17.	Article 102 ⋯⋯ The Company shall have a board of directors which shall consist of 9 directors, including 1 chairman and 3 independent non-executive directors.		Article 102 ⋯⋯ The Company shall have a board of directors which shall consist of 9 directors, including 1 chairman, 3 independent non-executive directorsand 1 employee representative director.

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LETTER FROM THE BOARD

Number	Original Article		Amended Article
18.	Article 103 Non-employee representative D i r e c t o r s s h a l l b e e l e c t e d a t t h e shareholders’ general meeting to hold office for a term of three years. Upon maturity of the term of office, a director shall be eligible to offer himself for re-election and reappointment. The employee representatives in the Board shall be democratically elected by employees at the congress of workers and staff, assembly of workers and staff or other means. ⋯⋯		Article 103 Non-employee representative D i r e c t o r s s h a l l b e e l e c t e d a t t h e shareholders’ general meeting to hold office for a term of three years. Upon maturity of the term of office, a director shall be eligible to offer himself for re-election and reappointment. ~~The employee representatives in the Board~~ Employee representative Directorsshall be democratically electedor removed by employees at the~~congress of workers~~ ~~and staff, assembly of workers and staff~~ employee representative meeting, employee meetingor other means. ⋯⋯
19.	Article 124 ⋯⋯ Each director has a ballot for voting. Except for circumstance provided in Article 124 of the Articles of Association where the Board considers connected transactions, resolutions of the Board shall be passed by more than half of all directors. ⋯⋯		Article 124 ⋯⋯ Each director has a ballot for voting. Except for circumstance provided in Article~~124~~ 126of the Articles of Association where the Board considers connected transactions, resolutions of the Board shall be passed by more than half of all directors. ⋯⋯

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LETTER FROM THE BOARD

Number Original Article Amended Article 20. Article 129 In respect of any matter which Article 129 In respect of any matter which needs to be passed at an extraordinary needs to be passed at an extraordinary Board meeting, if the Board has already Board meeting, if the Board has already sent out the written proposals to be sent out the written proposals to be resolved at such meeting (including through resolved at such meeting (including through facsimile and email) to all directors and facsimile and email) to all directors and each director was ensured to fully express each director was ensured to fully express his opinions, resolutions of extraordinary his opinions, resolutions of extraordinary meeting of the Board may be made by meeting of the Board may be made by means of telecommunication and no onmeans of telecommunication and no onsite meeting of the Board is required. Such site meeting of the Board is required. Such resolution is deemed effectively passed resolution is deemed effectively passed provided that the number of directors who provided that the number of directors who sign and approve such a resolution satisfies sign and approve such a resolution satisfies the number of directors as required to make the number of directors as required to make such decision under Article 114 of the such decision under Article ~~114~~ ~~1~~ 15 of the Articles of Association. Articles of Association. 21. A r t i c l e 1 4 5 S u p e r v i s o r s w h o a r e A r t i c l e 1 4 5 S u p e r v i s o r s w h o a r e not employee representatives shall be not employee representatives shall be elected and removed by shareholders at elected and removed by shareholders at general meetings, while supervisors as general meetings, while supervisors as staff representatives shall be elected and staff representatives shall be elected and removed through democratic means by the removed democratically by employees at staff of the Company. the employee representative meeting, employee meeting, or other means ⋯⋯ through democratic means ~~by the staff of the Company.~~ ⋯⋯ 22. Article 162 Except for circumstances Article 162 Except for circumstances prescribed in Article 58 of the Articles of prescribed in Article ~~58~~ 59 of the Articles of Association, a director, supervisor, general Association, a director, supervisor, general manager and other senior management manager and other senior management member of the Company may be relieved member of the Company may be relieved of liability for specific breaches of his duty of liability for specific breaches of his duty with the informed consent of shareholders with the informed consent of shareholders given at a general meeting. given at a general meeting.

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
23.	Article 168 A loan guarantee provided by the Company in breach of Article 162 shall be unenforceable against the Company, provided that: ⋯⋯	Article 168 A loan guarantee provided by the Company in breach of Article~~162~~ 166shall be unenforceable against the Company, provided that: ⋯⋯
24.	Article 171 The Company shall enter into a written contract with each of the directors, supervisors and senior management members, including the following contents at least: ⋯⋯ (3) Arbitration clauses as provided in Article 215.	Article 171 The Company shall enter into a written contract with each of the directors, supervisors and senior management members, including the following contents at least: ⋯⋯ (3) Arbitration clauses as provided in Article~~215~~ 219.
25.	Article 173 The contracts concerning the emoluments between the Company and its directors or supervisors should provide that in the event that a takeover of the Company, the Company’s directors and supervisors shall, subject to the prior approval of shareholders in a general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement.	Article 173 The contracts concerning the emoluments between the Company and its directors or supervisors should provide that in the event that a takeover of the Company, the Company’s directors and supervisors shall, subject to the prior approval of shareholders in a general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement.

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
	For the purposes of this paragraph, the takeover of the Company includes any of the following: ⋯⋯ (2) a n o f f e r m a d e b y a n y p e r s o n , with a view to make the offer or the controlling shareholder. The “controlling shareholder” has the same meaning as defined in Article 59 of the Articles of Association. ⋯⋯	For the purposes of this paragraph, the takeover of the Company includes any of the following: ⋯⋯ (2) a n o f f e r m a d e b y a n y p e r s o n , with a view to make the offer or the controlling shareholder. The “controlling shareholder” has the same meaning as defined in Article~~59~~ 60of the Articles of Association. ⋯⋯
26.	Article 185 ⋯⋯ Dividends or other payments payable by the Company to holders of its domestic shares shall be denominated and declared in RMB and paid in RMB within three months from the date of declaration of dividends; Dividends or other payments payable by the Company to holders of overseas-listed foreign-invested shares shall be denominated and declared in RMB and paid in RMB within three months from the date of declaration of dividends. The exchange rate adopted for conversion shall be the average closing exchange rate of relevant foreign currency against Renminbi as quoted by the People’s Bank of China for the five business days prior to the declaration date. The foreign currency payable by the Company to holders of overseas-listed foreign-invested shares shall be subject to the relevant regulations on foreign exchange control in the PRC. The Board shall be authorised by way of an ordinary resolution at the general meeting to implement dividend distribution of the Company.	Article 185 ⋯⋯ Dividends or other payments payable by the Company to holders of its domestic shares shall be denominated and declared in RMB and paid in RMB within three months from the date of declaration of dividends; Dividends or other payments payable by the Company to holders of overseas-listed foreign-invested shares shall be denominated and declared in RMB and paid in~~RMB~~ foreign currencywithin three months from the date of declaration of dividends. The exchange rate adopted for conversion shall be the average closing exchange rate of relevant foreign currency against Renminbi as quoted by the People’s Bank of China for the five business days prior to the declaration date. The foreign currency payable by the Company to holders of overseas-listed foreign-invested shares shall be subject to the relevant regulations on foreign exchange control in the PRC. The Board shall be authorised by way of an ordinary resolution at the general meeting to implement dividend distribution of the Company.

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LETTER FROM THE BOARD

Number	Original Article	Amended Article
27.	Article 195 ⋯⋯ (2) The Company should send the copy of the advice to the related competent department within fourteen days after receiving the written notice mentioned in sub-paragraph (1) of this Article. In the event that the notice contains the statements as referred to in subparagraph (2) (ii) of Article 190, the Company shall also place a copy of the said statements in the Company for shareholders’ inspection. The Company should post the copies of above-mentioned statements to each shareholder who is entitled to receive the Company’s financial statements by prepaid mail; the addressee’s address should follow the register of shareholders. Subject to the laws, administrative regulations or the listing rules of the stock exchange on which the Company’s shares are listed, the said statements may also be given by way of public announcement (including publishing on the website of the Company). ⋯⋯	Article 195 ⋯⋯ (2) The Company should send the copy of the advice to the related competent department within fourteen days after receiving the written notice mentioned in subparagraph (1) of this Article. In the event that the notice contains the statements as referred to in subparagraph (2) (ii) of Article ~~190~~ 194, the Company shall also place a copy of the said statements in the Company for shareholders’ inspection. The Company should post the copies of above-mentioned statements to each shareholder who is entitled to receive the Company’s financial statements by prepaid mail; the addressee’s address should follow the register of shareholders. Subject to the laws, administrative regulations or the listing rules of the stock exchange on which the Company’s shares are listed, the said statements may also be given by way of public announcement (including publishing on the website of the Company). ⋯⋯

Save for the proposed amendments set out above, the other chapters and articles of the Articles of Association will remain unchanged. The proposed amendments shall be effective upon approval at the 2020 AGM.

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LETTER FROM THE BOARD

III. 2020 AGM AND ITS METHOD OF VOTING

The 2020 AGM is proposed to be held at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC by the Company to consider and, if thought fit, to pass the matters set out in the notice of the 2020 AGM. The notice of the 2020 AGM, a proxy form and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules on 19 April 2021.

Whether or not you intend to attend and/or vote at the 2020 AGM, you are requested to complete and return the proxy form in accordance with the instruction printed thereon.

If you intend to attend the 2020 AGM (in person or by proxy), you are required to complete and return the accompanying reply slip to the H Share Registrar (for the holders of H Shares) or the Company’s board office in the PRC (for the holders of Domestic Shares) on or before Saturday, 15 May 2021. If the number of voting Shares represented by the Shareholders who intend to attend the meeting reaches no less than one half of the total number of the Company’s voting Shares, the Company may hold the 2020 AGM. If not, the Company shall within five days inform the Shareholders again, by public announcement or otherwise required in the Articles of Association, of the matters to be considered as well as the date and place of the meeting. Upon such notification, the Company may hold the 2020 AGM.

If you intend to appoint a proxy to attend the 2020 AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For the holder of H Shares, the proxy form should be returned to the H Share Registrar, Computershare Hong Kong Investor Services Limited, and for the holder of Domestic Shares, the proxy form should be returned to the Company’s board office in the PRC in person or by post as soon as possible and in any event not less than 24 hours before the time appointed for holding the 2020 AGM or any adjourned meeting thereof.

Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the 2020 AGM should you so wish and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the 2020 AGM.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the 2020 AGM pursuant to Article 81 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorised representative) shall have one vote for each Share registered in his/her name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she has in the same manner.

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LETTER FROM THE BOARD

IV. CLOSURE OF REGISTER OF MEMBERS

In order to ascertain the entitlements of the Shareholders to attend and vote at the 2020 AGM, the register of members of the Company shall be closed from Wednesday, 5 May 2021 to Friday, 4 June 2021 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to attend and vote at the 2020 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for the holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, 4 May 2021.

V. RECOMMENDATION

The Board (excluding the Directors who are required to abstain, but including independent non-executive Directors) considers that each resolution to be proposed at the 2020 AGM is in the interests of the Company and the Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favour of all the resolutions to be proposed at the 2020 AGM.

Yours faithfully, By order of the Board

Datang Environment Industry Group Co., Ltd. *

Qu Bo

Chairman

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NOTICE OF 2020 ANNUAL GENERAL MEETING

==> picture [46 x 48] intentionally omitted <==

Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司

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

(Stock Code: 1272)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Datang Environment Industry Group Co., Ltd. (the “ Company ”) for the year of 2020 (the “ 2020 AGM ”) will be convened at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, for the purpose of considering and, if thought fit, passing the following matters (whether amended or not). Terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 19 April 2021 (the “ Circular ”) unless otherwise specified.

Ordinary Resolutions

• (1) To consider and approve the Report of the Board for 2020;

• (2) To consider and approve the Report of the Supervisory Committee for 2020;

• (3) To consider and approve the Final Financial Accounts of the Company for 2020;

• (4) To consider and approve the Financial Budget Report of the Company for 2021;

• (5) To consider and approve the Independent Auditor’s Report and the audited financial statements for 2020;

• (6) To consider and approve the Profit Distribution Plan for 2020 and the Proposed 2020 Final Dividend;

• (7) To consider and approve the Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2020;

• (8) To consider and approve the Investment Plan for 2021; and

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NOTICE OF 2020 ANNUAL GENERAL MEETING

• (9) To consider and approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for 2021, respectively, with a term of engagement ended upon the conclusion of the 2021 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company to determine remunerations of the auditors.

Special Resolution

• (10) To consider and approve the Proposed Amendments to the Articles of Association.

The main texts of resolutions at the 2020 AGM are set forth in the Circular, which will be available on the website of the Stock Exchange ( www.hkex.com.hk) and on the website of the Company (www.dteg.com.cn).

By order of the Board Datang Environment Industry Group Co., Ltd.* Qu Bo Chairman

Beijing, the PRC, 19 April 2021

As of the date of this notice, the non-executive Directors are Mr. Qu Bo, Mr. Liu Quancheng, Mr. Liu Ruixiang and Mr. Li Zhenyu; the executive Directors are Mr. Wang Yanwen and Mr. Tian Dan; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

• For identification purpose only

Notes:

• i. In order to ascertain the entitlements of the Shareholders to attend and vote at the 2020 AGM, the register of members of the Company will be closed from Wednesday, 5 May 2021 to Friday, 4 June 2021 (both days inclusive). Shareholders whose names appear on the register of members of the Company upon the end of business hours on Friday, 4 June 2021 are entitled to attend and vote at the 2020 AGM.

To be eligible to attend and vote at the 2020 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company’s board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Tuesday, 4 May 2021.

• ii. Each Shareholder entitled to attend and vote at the 2020 AGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2020 AGM on its behalf. A proxy need not be a Shareholder. With respect to any Shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll.

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NOTICE OF 2020 ANNUAL GENERAL MEETING

• iii. The instrument to appoint a proxy shall be signed by the appointer or his attorney duly authorised in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its directors or attorney duly authorised.

• iv. To be valid, the form of proxy must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company’s board office in the PRC (for holders of Domestic Shares) within 24 hours prior to the holding of the 2020 AGM. If such instrument is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the instrument appointing the proxy, be deposited at the specified place at the time set out in such instrument. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the 2020 AGM or any adjourned meetings should you so wish.

• v. Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the 2020 AGM. If corporate Shareholders appoint authorised representative to attend the 2020 AGM, the authorised representative shall produce his/her identity documents and a notarised certified copy of the relevant authorised documents signed by the Board or other authorised parties of the Shareholders or other notarised certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorney when attending the 2020 AGM.

• vi. The Company has the rights to request a proxy who attends the 2020 AGM on behalf of a Shareholder to provide proof of identity.

• vii. H Shareholders (in person or by proxy) who intend to attend the 2020 AGM shall complete and deliver the reply slips to the H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Saturday, 15 May 2021 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the 2020 AGM shall deliver the said document to the Company’s board office in the PRC subject to the same time limit.

• viii. The 2020 AGM is expected to be held for less than half a day. Shareholders who intend to attend the 2020 AGM shall bear their own transportation and accommodation expenses.

• ix. In case of joint Shareholders, the vote of the most senior one (in person or by proxy) will be accepted to the exclusion of the votes of other joint Shareholders, and for this purpose, the seniority shall be determined by the order in which the names of such joint Shareholders stand in the register of members of the Company.

• x. H Share Registrar, Computershare Hong Kong Investor Services Limited, is situated at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and with the fax number: +852 2865 0990.

• xi. The contact details of the Company’s board office in the PRC are as follows:

Address: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097

Fax number: +86 10 5838 9860

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