Datang Environment Industry Group Co., Ltd. — Proxy Solicitation & Information Statement 2018

Jul 27, 2018

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE EGM

A letter from the Board is set out on pages 1 to 5 of this circular.

A notice convening the EGM of the Company to be held at 4:00 p.m. on Tuesday, 11 September 2018 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 6 to 8 of this circular.

The proxy form for use at the EGM is enclosed with this circular and such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn) .

If you intend to appoint a proxy to attend the EGM, 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 EGM 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 EGM or at any other adjourned meeting should you so wish.

If you intend to attend the EGM 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 Tuesday, 21 August 2018.

27 July 2018

• For identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

– i –

DEFINITIONS

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

“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 Shares”	the original shares in 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
“EGM”	the extraordinary general meeting of the Company to be held at
	4:00 p.m. on Tuesday, 11 September 2018 at No. 120 Zizhuyuan
	Road, Haidian District, Beijing, the PRC
“Group”	the Company and its subsidiaries
“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

• For identification purpose only

– ii –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	Domestic Share(s) and/or H Share(s)
“Shareholder(s)”	holder(s) of Share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiaries”	has the meaning ascribed under the Listing Rules
“%”	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. Jin Yaohua Mr. Liu Chuandong Mr. Liu Guangming Mr. Li Yi

Executive Directors: Mr. Deng Xiandong Mr. Lu Shengli

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

27 July 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 27 July 2018 in relation to the proposed amendments to the Articles of Association.

• For identification purpose only

– 1 –

LETTER FROM THE BOARD

The purposes of this circular are to provide you with, among other things: (i) further details of the proposed amendments to the Articles of Association; and (ii) a notice of the EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As the controlling shareholder of the Company has been renamed as “China Datang Corporation Ltd.” from “China Datang Corporation”, the Company proposed the following amendments to the Articles of Association, which are subject to approval at the EGM:

Before amendment

Article 2 The Company is a joint stock limited c o m p a n y i n c o r p o r a t e d p u r s u a n t to the Company Law, the Special Regulations and other relevant laws and administrative regulations of the People’s Republic of China (“PRC”).

After amendment

The Company is a joint stock limited c o m p a n y i n c o r p o r a t e d p u r s u a n t to the Company Law, the Special Regulations and other relevant laws and administrative regulations of the People’s Republic of China (“PRC”).

The Company was registered with the Beijing Administration for Industry and Commerce and was granted the Business License on 26 June 2015. The number of the Business License of the Company is: 100000000043855.

The Company was registered with the Beijing Administration for Industry and Commerce and was granted the Business License on 26 June 2015. The number of the Business License of the Company is: 100000000043855.

The Company’s promoters are China Datang Corporation and China Datang Group Capital Holding Co., Ltd..

The Company’s promoters are China Datang Corporation Ltd. and China Datang Group Capital Holding Co., Ltd..

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LETTER FROM THE BOARD

Article 19

Before amendment

The number of ordinary shares issued by the Company at the time of the Company’s establishment totalled 1.2 billion shares, including 1,188 million shares subscribed and held by China Datang Corporation, representing 99% of total ordinary shares of the Company in issue; and 12 million shares subscribed and held by China Datang Corporation Capital Holding Co., Ltd., representing 1% of total ordinary shares of the Company in issue.

On June 30, 2015, the Company’s share capital was increased by RMB1.2 billion to RMB2.4 billion. The shareholding structure of the Company comprised 2,376 million shares and 24 million shares subscribed and held by China Datang Corporation and China Datang Corporation Capital Holding Co., Ltd., respectively, representing 99% and 1% of total ordinary shares of the Company in issue, respectively.

In accordance with the authorisation at the general meeting, the Board may, upon the determination of the number of domestic shares and overseas-listed foreign-invested shares placed or issued either separately or concurrently by the Company, appropriately adjust the number of the aforesaid shares within its scope of power.

After amendment

The number of ordinary shares issued by the Company at the time of the Company’s establishment totalled 1.2 billion shares, including 1,188 million shares subscribed and held by China Datang Corporation Ltd. , representing 99% of total ordinary shares of the Company in issue; and 12 million shares subscribed and held by China Datang Corporation Capital Holding Co., Ltd., representing 1% of total ordinary shares of the Company in issue.

On June 30, 2015, the Company’s share capital was increased by RMB1.2 billion to RMB2.4 billion. The shareholding structure of the Company comprised 2,376 million shares and 24 million shares subscribed and held by China Datang Corporation Ltd. and China Datang Corporation Capital Holding Co., Ltd., respectively, representing 99% and 1% of total ordinary shares of the Company in issue, respectively.

In accordance with the authorisation at the general meeting, the Board may, upon the determination of the number of domestic shares and overseas-listed foreign-invested shares placed or issued either separately or concurrently by the Company, appropriately adjust the number of the aforesaid shares within its scope of power.

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LETTER FROM THE BOARD

Before amendment

Article 20 Subsequent to its establishment, the Company may issue not more than 1,182,857,142 overseas-listed foreigninvested shares (including 154,285,714 shares upon the exercise of overallotment option) upon approval by the securities regulatory authority under the State Council and other competent authorities, and the stateowned shareholders of the Company will transfer not more than 102,857,142 (or 118,285,714 if the over-allotment option representing 15% of the total new share in issue is fully exercised) stateowned shares to the National Council for Social Security Fund of the PRC at the time of the issuance of the overseaslisted foreign-invested shares pursuant to relevant PRC regulations regarding the disposal of state-owned shares.

Upon completion of the issuance of the overseas-listed foreign-invested shares (including partial exercise of the overallotment option) as aforementioned, the shareholding structure of the Company is as follows: 2,967,542,000 ordinary shares, of which 2,319,813,342 shares, 23,432,458 shares, 56,754,200 shares and 567,542,000 shares are held by China Datang Corporation, China Datang Corporation Capital Holding Co., Ltd., National Council for Social Security Fund and other public shareholders, respectively, representing 78.17%, 0.79%, 1.91% and 19.13% of the total share capital of ordinary shares of the Company, respectively.

After amendment

Subsequent to its establishment, the Company may issue not more than 1,182,857,142 overseas-listed foreigninvested shares (including 154,285,714 shares upon the exercise of overallotment option) upon approval by the securities regulatory authority under the State Council and other competent authorities, and the stateowned shareholders of the Company will transfer not more than 102,857,142 (or 118,285,714 if the over-allotment option representing 15% of the total new share in issue is fully exercised) stateowned shares to the National Council for Social Security Fund of the PRC at the time of the issuance of the overseaslisted foreign-invested shares pursuant to relevant PRC regulations regarding the disposal of state-owned shares.

Upon completion of the issuance of the overseas-listed foreign-invested shares (including partial exercise of the overallotment option) as aforementioned, the shareholding structure of the Company is as follows: 2,967,542,000 ordinary shares, of which 2,319,813,342 shares, 23,432,458 shares, 56,754,200 shares and 567,542,000 shares are held by China Datang Corporation Ltd. China Datang Corporation Capital Holding Co., Ltd., National Council for Social Security Fund and other public shareholders, respectively, representing 78.17%, 0.79%, 1.91% and 19.13% of the total share capital of ordinary shares of the Company, respectively.

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LETTER FROM THE BOARD

Save for the proposed amendments set out above, the other chapters and articles of the Articles of Association will remain unchanged.

As confirmed by the PRC legal advisor of the Company, the proposed amendments to the Articles of Association conform with applicable laws and regulations in the PRC.

THE EGM

The EGM is proposed to be held at 4:00 p.m. on Tuesday, 11 September 2018 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 EGM. A proxy form and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules on 27 July 2018. The notice of the EGM is set out on pages 6 to 8 of this circular.

A form of proxy for use at the EGM is also enclosed herewith. Whether or not you intend to attend the EGM, you are advised to read the notice and complete the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and return the form of proxy 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) as soon as possible and in any event not less than 24 hours before the time appointed for the EGM (i.e. no later than 4:00 p.m. (Hong Kong time) on Monday, 10 September 2018) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

RECOMMENDATION

The Board recommends the Shareholders to vote in favour of the relevant resolution set out in the notice of the EGM as it is in the interests of the Company and the Shareholders as a whole.

Yours faithfully, By order of the Board Datang Environment Industry Group Co., Ltd.* Jin Yaohua

Chairman

• For identification purpose only

– 5 –

NOTICE OF THE EGM

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Datang Environment Industry Group Co., Ltd. (the “ Company ”) will be convened at 4:00 p.m. on Tuesday, 11 September 2018 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 27 July 2018 (the “ Circular ”) unless otherwise specified.

Special Resolution

• (1) To consider and approve the proposed amendments to the Articles of Association.

The main texts and relevant details of resolution at the EGM are set forth in the Circular thereof, which are 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.* Jin Yaohua Chairman

Beijing, the PRC, 27 July 2018

A s o f t h e d a t e o f t h i s n o t i c e , t h e n o n - e x e c u t i v e D i r e c t o r s a r e M r . J i n Y a o h u a , Mr. Liu Chuandong, Mr. Liu Guangming and Mr. Li Yi; the executive Directors are Mr. Deng Xiandong and Mr. Lu Shengli; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

• For identification purpose only

– 6 –

NOTICE OF THE EGM

Notes:

• i. In order to ascertain the entitlements of the Shareholders to attend the EGM, the register of members of the Company will be closed from Saturday, 11 August 2018 to Tuesday, 11 September 2018 (both days inclusive), during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on Tuesday, 11 September 2018 are entitled to attend and vote at the EGM.

To be eligible to attend and vote at the EGM, 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 Friday, 10 August 2018.

• ii. Each Shareholder entitled to attend and vote at the EGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM 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.

• 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 EGM. 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 EGM 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 EGM. If corporate Shareholders appoint authorised representative to attend the EGM, 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 EGM.

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

• vii. H Shareholders (in person or by proxy) who intend to attend the EGM shall complete and deliver the reply slips to H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Tuesday, 21 August 2018 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the EGM shall deliver the said document to the Company’s board office in the PRC subject to the same time limit.

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

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NOTICE OF THE EGM

• 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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