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

Mar 28, 2021

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

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 All-China 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, Datang Environment Industry Group Co., Ltd. (the “ Company ”) proposes to make amendments to the Articles of Association of the Company. Details are set out as follows:

– 1 –

Number	Original Article	Amended Article
1.	A r t i c l e 8 T h e A r t i c l e s o f Association are binding on the Company and its shareholders, directors, supervisors, general m a n a g e r s a n d o t h e r s e n i o r 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 m a n a g e r s a n d o t h e r s e n i o r management members; by a shareholder against each other; and by a shareholder against directors, supervisors, general m a n a g e r a n d o t h e r s e n i o r management members of the Company. ⋯⋯	A r t i c l e 8 T h e A r t i c l e s o f Association are binding on the Company and its shareholders, directors, supervisors, general m a n a g e r s a n d o t h e r s e n i o r 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 m a n a g e r s a n d o t h e r s e n i o r management members; by a shareholder against each other; and by a shareholder against directors, supervisors, general m a n a g e r a n d o t h e r s e n i o r management members of the Company. ⋯⋯

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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~~ 31herein 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.	A r t i c l e 38 T h e f o l l o w i n g activities shall not be deemed to be activities as prohibited in Article 35: ⋯⋯	A r t i c l e 38 T h e f o l l o w i n g activities shall not be deemed to be activities as prohibited in Article~~35~~ 36: ⋯⋯

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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~~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.~~ Where laws, administrative regulations and rules, departmental rules, normative documents and the relevant stock exchange or regulatory authority where the shares of the Company are listed stipulate on the period of closure of the register of members prior to the date of a general meeting or the record date set by the Company for the distribution of dividends, such provisions shall prevail.This Article shall not be applicable to the registration of changes in shareholder’ register in issuing new shares in accordance with Article~~23~~ 24of the Articles of Association.
6.	A r t i c l e 5 9 I n a d d i t i o n t o 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: ⋯⋯		A r t i c l e 5 9 I n a d d i t i o n t o 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~~ 60 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: ⋯⋯

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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 w i t h i n t w o m o n t h s o f t h e 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) w h e r e a n y s h a r e h o l d e r h o l d i n g s e v e r a l l y o r j o i n t l y 10% o r m o r e o f the Company’s issued and outstanding shares carrying voting rights requests in writing for the convening of an extraordinary general meeting;		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~~ ~~w i t h i n t w o m o n t h s o f t h e~~ ~~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) w h e r e a n y s h a r e h o l d e r~~ ~~h o l d i n g s e v e r a l l y o r~~ ~~j o i n t l y 10% o r m o r e o f~~ ~~the Company’s issued and~~ ~~outstanding shares carrying~~ ~~voting rights requests in~~ ~~writing for the convening~~ ~~of an extraordinary general~~ ~~meeting;~~
			~~(3)~~

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Number	Original Article			Amended Article
	(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.		~~(4)~~ ~~(5)~~	~~when deemed necessary by~~ ~~the Board or when requested~~ ~~by the Board of Supervisors;~~ ~~or~~ ~~when proposed by half or~~ ~~more of independent non-~~ ~~executive directors.~~
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 f i r s t g i v e n t o t h e m o d e r n information technology means, such as an online voting platform, etc.		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~~ ~~f i r s t g i v e n t o t h e m o d e r n~~ ~~information technology means,~~ ~~such as an online voting platform,~~ ~~etc.~~

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Number	Original Article	Amended Article
		The Board shall convene an extraordinary general meeting w i t h i n t w o m o n t h s o f t h e occurrence of any one of the following circumstances: (1) the number of directors is less than the quorum required by the Company L a w o r t w o - t h i r d s o f 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 h o l d i n g s e v e r a l l y o r 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 b y t h e B o a r d o r w h e n requested by the Board of Supervisors; or (5) when proposed by half or more of independent non- executive directors.

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Number	Original Article		Amended Article
9.	Article 66 A forty-five days’ prior written notice for convening t h e s h a r e h o l d e r s ’ g e n e r a l 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 ~~A forty-five days’~~ ~~prior written notice for convening~~ ~~t h e s h a r e h o l d e r s ’ g e n e r a l~~ ~~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.~~ 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.

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Number	Original Article	Amended Article
		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. O n t h e p r e m i s e o f t h e 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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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 p r o v i s i o n s o f l a w s a n d regulations, and fall into the terms of reference of the general meeting; (2) with definite topics to discuss a n d s p e c i f i c m a t t e r s t o resolve; and (3) submitted or served to the Board in writing ten days pr ior to the d a te o f th e general meeting.		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~~ ~~p r o v i s i o n s o f l a w s a n d~~ ~~regulations, and fall into the~~ ~~terms of reference of the~~ ~~general meeting;~~ ~~(2) with definite topics to discuss~~ ~~a n d s p e c i f i c m a t t e r s t o~~ ~~resolve; and~~ ~~(3) submitted or served to the~~ ~~Board in writing ten days~~ ~~p rio r to th e d a te o f t h e~~ ~~general meeting.~~
			~~()~~ ~~2~~
			~~()~~
			~~(3)~~

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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.

– 11 –

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~~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.~~ 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.

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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. 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.

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

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Number	Original Article		Amended Article
13.	Article 95 Rights conferred t o c l a s s s h a r e h o l d e r s m a y not be varied or 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 t o c l a s s s h a r e h o l d e r s m a y not be varied or 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.
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 ⋯⋯

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Number	Original Article		Amended Article
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.
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 99Thewritten notice periodfor 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.~~

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Number	Original Article		Amended Article
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 d i r e c t o r sa n d 1 e m p l o y e e representative director.
18.	Article 103 Non-employee representative Directors shall be elected at the 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 Directors shall be elected at the 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~~ ~~i n t h e B o a r d~~ E m p l o y e e representative Directorsshall be democratically electedor removedby employees at the ~~congress of workers and staff,~~ ~~assembly of workers and staff~~ e m p l o y e e r e p r e s e n t a t i v e meeting, employee meetingor other means. ⋯⋯

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Number	Original Article	Amended Article
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. ⋯⋯
20.	A r t i c l e 129 I n r e s p e c t o f any matter which needs to be passed at an extraordinary Board meeting, if the Board has already sent out the written proposals to be resolved at such meeting (including through facsimile and email) to all directors and each director was ensured to fully express his opinions, resolutions of extraordinary meeting of the Board may be made by means of telecommunication and no on-site meeting of the Board is required. S u c h r e s o l u t i o n i s d e e m e d effectively passed provided that the number of directors who sign and approve such a resolution satisfies the number of directors as required to make such decision under Article 114 of the Articles of Association.	A r t i c l e 129 I n r e s p e c t o f any matter which needs to be passed at an extraordinary Board meeting, if the Board has already sent out the written proposals to be resolved at such meeting (including through facsimile and email) to all directors and each director was ensured to fully express his opinions, resolutions of extraordinary meeting of the Board may be made by means of telecommunication and no on-site meeting of the Board is required. S u c h r e s o l u t i o n i s d e e m e d effectively passed provided that the number of directors who sign and approve such a resolution satisfies the number of directors as required to make such decision under Article~~114~~ 115of the Articles of Association.

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Number	Original Article		Amended Article
21.	Article 145 Supervisors who are not employee representatives shall be elected and removed by shar eholder s a t g e n e ra l meetings, while supervisors as staff representatives shall be elected and removed through democratic means by the staff of the Company. ⋯⋯		Article 145 Supervisors who are not employee representatives shall be elected and removed by shareholders at general meetings, w h i l e s u p e r v i s o r s a s s t a f f representatives shall be elected and removed democratically by employees at the employee r e p r e s e n t a t i v e m e e t i n g , employee meeting, or other meansthrough democratic means ~~by the staff of the Company~~ ~~.~~ ⋯⋯
22.	A r t i c l e 1 6 2 E x c e p t f o r c i r c u m s t a n c e s p r e s c r i b e d in Article 58 of the Articles of Association, a director, supervisor, general manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty with the informed consent of shareholders given at a general meeting.		A r t i c l e 1 6 2 E x c e p t f o r circumstances prescribed in Article~~58~~ 59of the Articles of Association, a director, supervisor, general manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty with the informed consent of shareholders given at a general meeting.
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) A r b i t r a t i o n c l a u s e s a s 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) A r b i t r a t i o n c l a u s e s a s provided in Article~~215~~ 219.

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Number	Original Article	Amended Article
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. F o r t h e p u r p o s e s o f t h i s paragraph, the takeover of the Company includes any of the following: ⋯⋯ (2) an offer made by any person, with a view to make the offer or the controlling shareholder. The “controlling shareholder” has the same m e a n i n g a s d e f i n e d i n Article 59 of the Articles of Association. ⋯⋯	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. F o r t h e p u r p o s e s o f t h i s paragraph, the takeover of the Company includes any of the following: ⋯⋯ (2) an offer made by any person, 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. ⋯⋯

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Number	Original Article	Amended Article
26.	Article 185 ⋯⋯ Dividends or other payments payable by the Company to holders of its domestic shares s h a l l b e d e n o m i n a t e d a n d d e c l a r e d i n R M B a n d p a i d 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 h o l d e r s o f o v e r s e a s - l i s t e d 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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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 C o m p a n y ’ s f i n a n c i a l 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 ) o f t h i s A r t i c l e . I n 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. T h e C o m p a n y s h o u l d post the copies of above- mentioned statements to each shareholder who is entitled to receive the Company’s f i n a n c i a l s t a t e m e n t s b y prepaid mail; the addressee’s address should follow the register of shareholders. S u b j e c t t o t h e l a w s , 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). ⋯⋯

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The proposed amendments are subject to the approval at the 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.* Qu Bo Chairman

Beijing, the PRC, 28 March 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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