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Datang Environment Industry Group Co., Ltd. Governance Information 2021

Aug 20, 2021

49815_rns_2021-08-20_27ca77c7-e155-4e58-a5ed-67b901aaebe7.pdf

Governance Information

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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.

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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)

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Based on the business development needs of the Company and the latest rules and regulations and names of relevant authorities, the Company proposes to

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make amendments to the articles of association of the Company (the “ Articles of Association ”). Details are set out as follows:

Associati on”). Details are set out as follows:
Number Original Article Amended Article
1. Note: In the margin notes to the provisions of the
Articles of Association, the “Company Law” refers
to the “Company Law of the People’s Republic
of China” (amended in 2013); the “Mandatory
Provisions” refers to the “Mandatory Provisions
for Articles of Association of Companies Listed
Overseas” (Zheng Wei Fa [1994] No. 21) jointly
issued by the former State Council Securities Policy
Committee and the former State Commission for
Restructuring the Economic System; the “Letter of
Opinions on Supplementary Amendments” refers
to the “Letter of Opinions on the Supplementary
Amendments to Articles of Association of
Companies Listed in Hong Kong” (Zheng Jian Hai
Han [1995] No. 1) jointly issued by the Overseas-
Listing Department of the China Securities
Regulatory Commission (“CSRC”) and the
Production System Department of the former State
Commission for Restructuring the Economic System;
the “Guidelines” refers to the Guidelines on Articles
of Association of Listed Companies (as amended in
2014) issued by CSRC (CSRC Announcement [2014]
No. 47); the ‘“Listing Rules” refers to the “Rules
Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited”; the “Appendix
3 to the Main Board Listing Rules” refers to the
Appendix 3 to the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong
Limited; the “Appendix 13D to the Main Board
Listing Rules” refers to Part D of the Appendix 13
to the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited.
~~Note: In the margin notes to the provisions of the~~
~~Articles of Association, the “Company Law” refers~~
~~to the “Company Law of the People’s Republic~~
~~of China” (amended in 2013); the “Mandatory~~
~~Provisions” refers to the “Mandatory Provisions~~
~~for Articles of Association of Companies Listed~~
~~Overseas” (Zheng Wei Fa [1994] No. 21) jointly~~
~~issued by the former State Council Securities Policy~~
~~Committee and the former State Commission for~~
~~Restructuring the Economic System; the “Letter of~~
~~Opinions on Supplementary Amendments” refers~~
~~to the “Letter of Opinions on the Supplementary~~
~~Amendments to Articles of Association of~~
~~Companies Listed in Hong Kong” (Zheng Jian Hai~~
~~Han [1995] No. 1) jointly issued by the Overseas-~~
~~Listing Department of the China Securities~~
~~Regulatory Commission (“CSRC”) and the~~
~~Production System Department of the former State~~
~~Commission for Restructuring the Economic System;~~
~~the “Guidelines” refers to the Guidelines on Articles~~
~~of Association of Listed Companies (as amended in~~
~~2014) issued by CSRC (CSRC Announcement [2014]~~
~~No. 47); the ‘“Listing Rules” refers to the “Rules~~
~~Governing the Listing of Securities on The Stock~~
~~Exchange of Hong Kong Limited”; the “Appendix~~
~~3 to the Main Board Listing Rules” refers to the~~
~~Appendix 3 to the Rules Governing the Listing of~~
~~Securities on The Stock Exchange of Hong Kong~~
~~Limited; the “Appendix 13D to the Main Board~~
~~Listing Rules” refers to Part D of the Appendix 13~~
~~to the Rules Governing the Listing of Securities on~~
~~The Stock Exchange of Hong Kong Limited.~~

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Number Original Article Amended Article 2. Article 1 To safeguard the legitimate rights and Article 1 To safeguard the legitimate rights and interests of Datang Environment Industry Group interests of Datang Environment Industry Group Co., Ltd. (the “Company”), its shareholders Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and creditors, and to regulate the organization and activities of the Company, these Articles of and activities of the Company, these Articles of Association are formulated in accordance with the Association are formulated in accordance with Company Law of the People’s Republic of China the Company Law of the People’s Republic of (the “Company Law”), the Securities Law of the China (the “Company Law”), the Securities Law People’s Republic of China (the “Securities Law”), of the People’s Republic of China (the “Securities the Special Regulations of the State Council on the Law”), the Special Regulations of the State Council Overseas Offer and Listing of Shares by Joint Stock on the Overseas Offer and Listing of Shares by Limited Companies (the “Special Regulations”), the Joint Stock Limited Companies (the “Special Mandatory Provisions for Articles of Association Regulations”), the Mandatory Provisions for Articles of Companies Listed Overseas, the Letter of of Association of Companies Listed Overseas (the “ ” Opinions on Supplementary Amendment to Articles Mandatory Provisions ) , the Letter of Opinions of Association of Companies Listed in Hong on Supplementary Amendment to Articles of Kong, the Guidelines on Articles of Association of Association of Companies Listed in Hong Kong, Listed Companies (as amended in 2014), the Rules the Guidelines on Articles of Association of Governing the Listing of Securities on The Stock Listed Companies (as amended in ~~2014~~ 2019 ), Exchange of Hong Kong Limited and other relevant the Rules Governing the Listing of Securities on regulations. The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters - Applicable to Companies Listed Abroad, the All China Federation of Trade Union’s Opinions on Strengthening the Construction of Employee Directors System and Employee Supervisors System of Incorporated Enterprises and other relevant regulations.

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Original Article

Number

  1. Article 13 The business scope of the Company shall be based on the items approved by the industry and commerce administration authority.

The business scope of the Company includes: development of environmental protection projects, investment and operating management of environmental facilities; research and development, design, production, examination, sales and technical services of flue gas desulfurization catalysts; research and development, manufacture and sales of self-controlled system; development and testing of environmental protection technologies; production and sales of environmental protection equipment; design, construction and general contracting of environmental protection engineering; treatment of sewage and seawater; design and contracting of power engineering system; energy saving techniques as well as development and usage of new energy technology; design and contracting of material transportation system and corrosion prevention engineering system; building materials and chemical products (excluding hazardous chemicals); sales of machinery equipment, electronic products and hardware; contracting of overseas projects; import and export business; consultation services in relation to above businesses. (For the projects subject to approval pursuant to the laws, the operation of which shall be commenced upon approval by the relevant authority).

According to the domestic and international market needs and its own growth capability and business needs, the Company may change its business scope according to law.

Amended Article

Article 13 The business scope of the Company shall be based on the items approved by the ~~industry and commerce administration~~ market regulation authority.

The business scope of the Company includes: development of environmental protection projects, investment and operating management of environmental facilities; research and development, design, production, examination, sales and technical services of flue gas desulfurization catalysts; research and development, manufacture and sales of self-controlled system; development and testing of environmental protection technologies; production and sales of environmental protection equipment; design, construction and general contracting of environmental protection engineering; treatment of sewage and seawater; design and contracting of power engineering system; energy saving techniques as well as development and usage of new energy technology; design and contracting of material transportation system and corrosion prevention engineering system; building materials and chemical products (excluding hazardous chemicals) ; sales of machinery equipment, electronic products and hardware; contracting of overseas projects; import and export business; consultation services in relation to above businesses ; development, investment, construction and management of new energy power generation and related energy storage projects, such as wind power generation, photovoltaic power generation, and solar thermal power generation; research and development, application and marketing of low carbon technologies; generation of power; repair and maintenance of power engineering; technology development and consulting services related to new energy such as wind power generation and solar power . (For the projects subject to approval pursuant to the laws, the operation of which shall be commenced upon approval by the relevant authority).

According to the domestic and international market needs and its own growth capability and business needs, the Company may change its business scope according to law.

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Number Original Article Amended Article
4. Article 24
⋯⋯
After increase of its capital, the Company shall file
the change with the Company’s original industrial
and commercial administration authority and make
relevant announcement.
Article 24
⋯⋯
After increase of its capital, the Company shall file
the change with the Company’s original~~industrial~~
~~and commercial administration~~
market regulation
authority and make relevant announcement.
5. Article 54
⋯⋯
(vii) copy of the latest annual returns filed with the
State Administration for Industry and Commerce or
other competent authorities; and
⋯⋯
Article 54
⋯⋯
(vii) copy of the latest annual returns filed with the
State Administration for~~Industry and Commerce~~
Market Regulation in the PRC
or other competent
authorities; and
⋯⋯
6. Article 222
⋯⋯
The Articles of Association are written in Chinese.
Whenever difference in meaning arises between
the Articles of Association and the Articles of
Association in other languages or inconsistencies
in the meaning arise among different versions
of the Articles of Association, the latest Chinese
version approved/filed with competent authorities of
industry and commerce administration shall prevail.
The Articles of Association shall be interpreted by
Board. Any matters not covered in the Articles of
Association shall be proposed by the Board at the
general meeting for approval.
Article 222
⋯⋯
The Articles of Association are written in Chinese.
Whenever difference in meaning arises between
the Articles of Association and the Articles of
Association in other languages or inconsistencies in
the meaning arise among different versions of the
Articles of Association, the latest Chinese version
approved/filed with competent authorities of~~industry~~
~~and commerce administration~~
market regulation
shall prevail. The Articles of Association shall be
interpreted by Board. Any matters not covered in
the Articles of Association shall be proposed by the
Board at the general meeting for approval.

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The proposed amendments are subject to the approval at the extraordinary general meeting of the Company and will take effect from the date of such approval. The Company will issue a circular to the shareholders as soon as practicable, containing, among other things, details of the proposed amendments.

By order of the Board Datang Environment Industry Group Co., Ltd.* Wang Yanwen Chairman

Beijing, the PRC, 20 August 2021

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

  • For identification purposes only

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