Datang Environment Industry Group Co., Ltd. — Proxy Solicitation & Information Statement 2021

Aug 20, 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 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.

==> picture [46 x 47] 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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF THE EGM

A letter from the Board is set out on pages 1 to 7 of this circular.

A notice convening the EGM to be held at 2:00 p.m. on Thursday, 9 September 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 8 to 9 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.

20 August 2021

• For identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– 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 Share(s)”	the original shares in share(s) 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
	2:00 p.m. on Thursday, 9 September 2021 at No. 120 Zizhuyuan
	Road, Haidian District, Beijing, the PRC
“H Share(s)”	the overseas listed foreign share(s) 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
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

– ii –

DEFINITIONS

“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

– iii –

LETTER FROM THE BOARD

==> 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)

Non-executive Directors: Registered Office and Head Office in the PRC: Mr. Qu Bo No. 120 Zizhuyuan Road, Mr. Liu Quancheng Haidian District, Mr. Liu Ruixiang Beijing, Mr. Li Zhenyu the PRC

Executive Directors: Principal Place of Business in Hong Kong: Mr. Wang Yanwen 31/F, Tower Two, Times Square, Mr. Tian Dan 1 Matheson Street, Causeway Bay, Hong Kong

Independent Non-executive Directors:

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

20 August 2021

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 20 August 2021 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

Based on the business development needs of the Company and the latest rules and regulations and names of relevant authorities, the Company proposes to make amendments to the Articles of Association. Details are set out as follows:

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

– 2 –

LETTER FROM THE BOARD

Number	Original Article		Amended Article
2.	Article 1 To safeguard the legitimate rights and interests of Datang Environment Industry Group Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas, the Letter of Opinions on Supplementary Amendment to Articles of Association of Companies Listed in Hong Kong, the Guidelines on Articles of Association of Listed Companies (as amended in 2014), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other relevant regulations.		Article 1 To safeguard the legitimate rights and interests of Datang Environment Industry Group Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas(the“Mandatory Provisions”) ,the Letter of Opinions on Supplementary Amendment to Articles of Association of Companies Listed in Hong Kong, the Guidelines on Articles of Association of Listed Companies (as amended in~~2014~~ 2019 ), the Rules Governing the Listing of Securities on 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.

– 3 –

LETTER FROM THE BOARD

Number Original Article Amended Article 3. Article 13 The business scope of the Company shall be Article 13 The business scope of the Company shall be based on the items approved by the industry and commerce based on the items approved by the ~~industry and commerce~~ administration authority. ~~administration~~ market regulation authority. The business scope of the Company includes: development The business scope of the Company includes: development of environmental protection projects, investment and of environmental protection projects, investment and operating management of environmental facilities; research operating management of environmental facilities; research and development, design, production, examination, sales and and development, design, production, examination, sales and technical services of flue gas desulfurization catalysts; research technical services of flue gas desulfurization catalysts; research and development, manufacture and sales of self-controlled and development, manufacture and sales of self-controlled system; development and testing of environmental protection system; development and testing of environmental protection technologies; production and sales of environmental protection technologies; production and sales of environmental protection equipment; design, construction and general contracting of equipment; design, construction and general contracting of environmental protection engineering; treatment of sewage and environmental protection engineering; treatment of sewage and seawater; design and contracting of power engineering system; seawater; design and contracting of power engineering system; energy saving techniques as well as development and usage energy saving techniques as well as development and usage of new energy technology; design and contracting of material of new energy technology; design and contracting of material transportation system and corrosion prevention engineering transportation system and corrosion prevention engineering system; building materials and chemical products (excluding system; building materials and chemical products (excluding hazardous chemicals); sales of machinery equipment, electronic hazardous chemicals) ; sales of machinery equipment, electronic products and hardware; contracting of overseas projects; import products and hardware; contracting of overseas projects; import and export business; consultation services in relation to above and export business; consultation services in relation to above businesses. (For the projects subject to approval pursuant to the businesses ; development, investment, construction and laws, the operation of which shall be commenced upon approval management of new energy power generation and related by the relevant authority). energy storage projects, such as wind power generation, photovoltaic power generation, and solar thermal power According to the domestic and international market needs and generation; research and development, application and its own growth capability and business needs, the Company may marketing of low carbon technologies; generation of power; change its business scope according to law. 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.

– 4 –

LETTER FROM THE BOARD

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.

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

– 5 –

LETTER FROM THE BOARD

THE EGM

The EGM is proposed to be held at 2:00 p.m. on Thursday, 9 September 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 EGM. A proxy form has been dispatched to the Shareholders in accordance with the Listing Rules on 20 August 2021. The notice of the EGM is set out on pages 8 to 9 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 2:00 p.m. (Hong Kong time) on Wednesday, 8 September 2021) 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.

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 EGM 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.

CLOSURE OF REGISTER OF MEMBERS

In order to ascertain the entitlements of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 6 September 2021 to Thursday, 9 September 2021 (both days inclusive), during which period no transfer of Shares will be effected. 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 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 Friday, 3 September 2021.

– 6 –

LETTER FROM THE BOARD

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.*

Wang Yanwen

Chairman

• For identification purpose only

– 7 –

NOTICE OF THE EGM

==> 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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) will be convened at 2:00 p.m. on Thursday, 9 September 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, for the purpose of considering and, if thought fit, passing the following matter (whether amended or not). Terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 20 August 2021 (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.* Wang Yanwen Chairman

Beijing, the PRC, 20 August 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 purposes only

– 8 –

NOTICE OF THE EGM

Notes:

• i. In order to ascertain the entitlements of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 6 September 2021 to Thursday, 9 September 2021 (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 Thursday, 9 September 2021 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, 3 September 2021.

• 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. 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.

• viii. 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.

• ix. 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.

• x. 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

– 9 –