Datang Environment Industry Group Co., Ltd. — Proxy Solicitation & Information Statement 2023

Nov 30, 2023

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this supplemental circular or as to the action to be taken, you should consult a stockbroker or their registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Datang Environment Industry Group Co., Ltd.* , you should at once hand this supplemental circular, together with the enclosed revised form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular.

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Datang Environment Industry Group Co., Ltd.*

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

(Stock Code: 1272)

SUPPLEMENTAL CIRCULAR IN RELATION TO THE POSTPONED EGM (1) GENERAL MANDATE TO ISSUE NEW SHARES;

(2) GENERAL MANDATE TO REPURCHASE H SHARES; (3) SUPPLEMENTAL NOTICE OF POSTPONED EGM;

(4) NOTICE OF DOMESTIC SHARE CLASS MEETING; AND

(5) NOTICE OF H SHARE CLASS MEETING

This supplemental circular should be read in conjunction with the circular of the Company dated 18 September 2023 (the “ Original Circular ”).

A notice (the “ Original Notice ”) convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at 4:00 p.m. on Tuesday, 10 October 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the People’s Republic of China (the “ PRC ”) was issued by the Company on 18 September 2023. Due to the addition of the new resolutions, a supplemental notice (the “ Supplemental Notice ”) convening the postponed EGM (the “ Postponed EGM ”), a notice convening the Domestic Share Class Meeting and a notice convening the H Share Class Meeting have been issued by the Company on 1 December 2023. The Postponed EGM will be held at 2:00 p.m. on Wednesday, 20 December 2023 at the same address. The Domestic Share Class Meeting will be held at the same address immediately after the conclusion of or any adjourned meeting of the Postponed EGM, and the H Share Class Meeting will be held at the same address immediately after the conclusion of or any adjourned meeting of the Domestic Share Class Meeting. The relevant notices are set out on pages 13 to 20 of this supplemental circular. Such notices should be read in conjunction with the Original Notice.

A revised form of proxy for the use at the Postponed EGM (the “ Revised Proxy Form ”), a form of proxy for the use at the Domestic Share Class Meeting (the “ Domestic Share Class Meeting Proxy Form ”) and a form of proxy for the use at the H Share Class Meeting (the “ H Share Class Meeting Proxy Form ”) are enclosed herewith and are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn). Whether or not you intend to attend the Postponed EGM, Domestic Share Class Meeting and/or the H Share Class Meeting, you are requested to complete and return the Revised Proxy Form, Domestic Share Class Meeting Proxy Form and/or the H Share Class Meeting Proxy Form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Postponed EGM, Domestic Share Class Meeting and/or the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of the Revised Proxy Form, Domestic Share Class Meeting Proxy Form and/or the H Share Class Meeting Proxy Form will not preclude you from attending the Postponed EGM, Domestic Share Class Meeting and/or the H Share Class Meeting and voting in person if you so wish and in such event, the Revised Proxy Form, Domestic Share Class Meeting Proxy Form and/or the H Share Class Meeting Proxy Form shall deemed to be revoked.

1 December 2023

* For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
SUPPLEMENTAL NOTICE OF POSTPONED EXTRAORDINARY GENERAL MEETING	13
NOTICE OF DOMESTIC SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF H SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

• i -

DEFINITIONS

In this supplemental circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Articles of Association”

the articles of association of the Company (as amended, supplemented or otherwise modified 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 supplemental circular, Hong Kong, Macau Special Administrative Region and Taiwan

• “China Datang” China Datang Corporation Ltd. (中國大唐集團有限公司), a stateowned enterprise established on 9 April 2003 in accordance with the PRC laws and the controlling shareholder and a promoter of the Company

• “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)

• “Company Law” the Company Law of the People’s Republic of China (《中華人民 共和國公司法》) (as amended, modified or otherwise supplemented from time to time)

• “Class Meeting(s)” the Domestic Share Class Meeting and/or the H Share Class Meeting

• “controlling shareholder(s)” has the meaning ascribed under the Listing Rules

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

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

• “Domestic Share Class Meeting”

the Domestic Share class meeting of the Company to be held at 2:30 p.m. on Wednesday, 20 December 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC (immediately after the conclusion of the Postponed EGM), or any adjournment thereof (as the case may be), and the notice of which is set out on pages 16 to 17 of this supplemental circular

“Group” the Company and its subsidiaries

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DEFINITIONS

“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 Class Meeting” the H Share class meeting to be held at 3:00 p.m. on Wednesday, 20 December 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC (immediately after the conclusion of the Domestic Share Class Meeting), or any adjournment thereof (as the case may be), and the notice of which is set out on pages 18 to 20 of this supplemental circular “Hong Kong” or “HK” Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 24 November 2023, being the latest practicable date prior to the printing of this supplemental circular for the purpose of ascertaining information contained therein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Postponed EGM” the postponed extraordinary general meeting of the Company to be held at 2:00 p.m. on Wednesday, 20 December 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, or any adjournment thereof (as the case may be) and the notice of which is set out on pages 13 to 15 of this supplemental circular “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 “subsidiary(ies)” has the meaning ascribed under the Listing Rules “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong (as amended, modified or otherwise supplemented from time to time) “%” per cent

In this supplemental circular, the English names of the PRC entities are translation of their Chinese names and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

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LETTER FROM THE BOARD

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Datang Environment Industry Group Co., Ltd.*

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

(Stock Code: 1272)

Executive Director: Mr. Zhu Liming

Non-executive Directors: Mr. Wang Junqi Mr. Shen Zhen Mr. Wu Daqing Mr. Chen Kan Mr. Song Yunpeng

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

1 December 2023

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR IN RELATION TO THE POSTPONED EGM (1) GENERAL MANDATE TO ISSUE NEW SHARES;

(2) GENERAL MANDATE TO REPURCHASE H SHARES; (3) SUPPLEMENTAL NOTICE OF POSTPONED EGM;

(4) NOTICE OF DOMESTIC SHARE CLASS MEETING; AND

(5) NOTICE OF H SHARE CLASS MEETING

INTRODUCTION

References are made to (i) the Original Circular and the Original Notice of the EGM both dated 18 September 2023, which set out the time and venue of the EGM and contain the resolution to be proposed at the EGM for Shareholders’ consideration and approval; and (ii) the announcement of the Company dated 8 October 2023 in relation to the postponement of the EGM.

* For identification purposes only

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LETTER FROM THE BOARD

This supplemental circular should be read in conjunction with the Original Circular. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Original Circular.

The purposes of this supplemental circular are to provide you with, among other things: (i) details of (a) the mandate to the Board to determine the issuance of new Shares of not more than 20% of each class of Shares; and (b) the mandate to the Board to repurchase H Shares; (ii) a supplemental notice of the Postponed EGM; (iii) a notice of the Domestic Share Class Meeting; (iv) a notice of the H Share Class Meeting; and (v) other information as required under the Listing Rules.

THE RESOLUTION IN RELATION TO MANDATE TO THE BOARD TO DETERMINE THE ISSUANCE OF NEW SHARES OF NOT MORE THAN 20% OF EACH CLASS OF SHARES

A special resolution will be proposed at the Postponed EGM to approve the mandate to the Board to determine the issuance of new Shares of not more than 20% of each class of Shares.

As at the Latest Practicable Date, the Company has issued Domestic Shares and H Shares in an aggregate number of 2,967,542,000, of which 2,343,245,800 Domestic Shares and 624,296,200 H Shares. Taking into account the further expansion of business scope of the Company in the future, additional Domestic Shares and/or H Shares may be issued to raise funds, so as to support the development of the scale of the Company. To issue new Shares based on the condition of security market in a timely manner to meet the capital demand of the Company, the Postponed EGM is proposed to grant the following rights to the Board under the condition that further issuance of Shares is permitted by relevant laws and regulations:

• (1) to propose, subject to the requirements of item (2) of this resolution, to generally and unconditionally authorise the Board to exercise all rights of the Company to allot or issue, either separately or concurrently, Domestic Shares and/or H Shares and execute or grant any offers, agreements and arrangements which may require the exercise of such rights (the “ Issue Mandate ”). The Issue Mandate shall be effective from the date of approving by the Postponed EGM until whichever is the earlier of: (a) the conclusion of the first annual general meeting of the Company following the passing of this resolution; (b) the expiration of the 12-month period following the passing of this resolution; or (c) the revocation or variation of the authority under this resolution by passing of a special resolution of the Company at any general meeting;

• (2) subject to the requirements of item (1) of this resolution, the Board may allot or issue, either separately or concurrently, Domestic Shares and/or H Shares with a number of not more than 20% of the total number of the issued Domestic Shares and H Shares of the Company, respectively, as at the date of passing of this resolution at the Postponed EGM;

• (3) subject to the requirements of items (1) and (2) of this resolution, the Board may, within the given limits, determine the respective numbers of Domestic Shares and/or H Shares to be allotted or issued, either separately or concurrently; and

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LETTER FROM THE BOARD

• (4) subject to the requirements of items (1), (2) and (3) of this resolution and according to the Company’s actual condition of the allotment or issuance of new Domestic Shares and/or new H Shares, either separately or concurrently, the Board may increase the registered capital of the Company and make appropriate amendments to Articles 19, 20 and 23 to the Articles of Association.

THE RESOLUTION IN RELATION TO MANDATE TO THE BOARD TO REPURCHASE H SHARES

To promote the sustainable operation and development of the Company, protect the long-term interests of investors and maximise the Shareholders’ value, the Company intends to repurchase H Shares in accordance with the requirements of the relevant laws, regulatory requirements and the Articles of Association, taking into account the current operating conditions, financial position and future development prospects of the Company. Special resolutions will be proposed by the Company at the Postponed EGM and the Class Meetings for consideration and approval to grant full authorisation to the Board or its approved person(s) or delegate to handle relevant matters of repurchase of H Shares within the framework and principles as considered by the Postponed EGM and the Class Meetings (the “ Repurchase Mandate ”):

• (1) a conditional general mandate to the Board, during the Relevant Period (as defined hereinafter), subject to the fluctuation and changes of the capital market and the share price of the Company, to repurchase the H Shares in issue of the Company at its discretion and in a timely manner, in accordance with the applicable laws, regulations and rules and the Articles of Association;

• (2) the total number of H Shares repurchased by the Company shall not exceed 10% of the aggregate number of issued H Shares as at the date of passing the special resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 2,967,542,000 Shares, including, 2,343,245,800 Domestic Shares and 624,296,200 H Shares. If the special resolution on the proposed grant of the Repurchase Mandate is approved, and the Company will not allot, issue or repurchase H Shares on or before the date of convening the Postponed EGM and the Class Meetings, the Company will be entitled to repurchase not more than 62,429,620 H Shares pursuant to the Repurchase Mandate. The funds of repurchase include internal funds and funds which fulfill the regulatory requirements for repurchase of Shares;

• (3) to formulate, approve and implement specific repurchase plans, including but not limited to the price, batch, amount and time of execution of the repurchase of H Shares, opening overseas stock account and handling foreign exchange registration, notifying the creditors of the Company and publishing announcements in accordance with the provisions of the Company Law and the Articles of Association;

• (4) to obtain the required approval or fulfill the filing procedures in accordance with applicable laws, regulations and requirements;

• (5) if there are new provisions in laws and regulations, or new policies by regulatory authorities, or changes in market conditions in relation to the repurchase of H Shares, unless the relevant laws and regulations or requirements of the regulatory authorities or the Articles of Association of the Company require for re-vote at the general meeting(s) and/or class meeting(s), the Board may adjust

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LETTER FROM THE BOARD

the repurchase plan and continue to deal with relevant matters of the repurchase of H Shares in accordance with relevant laws and regulations and the requirements of regulatory authorities as well as the market conditions and the actual situation of the Company;

• (6) to handle the deregistration procedures for the repurchased H Shares, decrease the registered capital, amend the Articles of Association regarding the share capital, shareholding structure and others and complete the registration and filing procedures; and

• (7) to sign other documents and handle other matters in relation to the repurchase of H Shares.

General

The Repurchase Mandate shall be effective from the date of approving by the Postponed EGM and the Class Meetings of Shareholders until whichever is the earlier of:

• (1) the conclusion of the first annual general meeting of the Company following the passing of this resolution;

• (2) the expiration of the 12-month period following the passing of this resolution; or

• (3) the revocation or variation of the authority under this resolution by passing of a special resolution of the Company at any general meeting and Class Meeting of the Shareholders (the “ Relevant Period ”).

The Repurchase Mandate is in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the government and regulatory authorities of the PRC. An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this supplemental circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution proposed at the Postponed EGM and the Class Meetings.

SUPPLEMENTAL NOTICE OF POSTPONED EGM, NOTICE OF DOMESTIC SHARE CLASS MEETING, NOTICE OF H SHARE CLASS MEETING, REVISED PROXY FORM, THE DOMESTIC SHARE CLASS MEETING PROXY FORM AND THE H SHARE CLASS MEETING PROXY FORM

Since the Original Notice and the original proxy form (the “ Original Proxy Form ”) sent together with the Original Circular do not contain the new resolutions as set out in this supplemental circular, the Supplemental Notice is set out on pages 13 to 15, the notice for convening the Domestic Share Class Meeting is set out on pages 16 to 17 and the notice for convening the H Share Class Meeting is set out on pages 18 to 20 of this supplemental circular. The Revised Proxy Form, the Domestic Share Class Meeting Proxy Form and the H Share Class Meeting Proxy Form are enclosed with this supplemental circular to include such new resolutions. The Revised Proxy Form for the Postponed EGM, the Domestic Share Class Meeting Proxy Form for the Domestic Share Class Meeting and the H Share Class Meeting Proxy Form for the H Share Class Meeting are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn).

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LETTER FROM THE BOARD

Whether or not you are able to attend the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting, please complete and return the Revised Proxy Form, the Domestic Share Class Meeting Proxy Form and/or the H Share Class Meeting Proxy Form in accordance with the instructions printed thereon to the H Share Registrar or the Company’s board office in the PRC as soon as possible and in any event not later than 24 hours before the respective time appointed for holding the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting or any adjournment thereof (the “ Closing Time ”). Completion and return of the Revised Proxy Form, the Domestic Share Class Meeting Proxy Form and/or H Share Class Meeting Proxy Form will not preclude the Shareholders from attending and voting at the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting or any adjournment thereof (as the case may be) if they so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting.

A Shareholder who has not yet lodged the Original Proxy Form with the H Share Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy(ies) to attend and vote at the Postponed EGM on his/her behalf. In this case, the Original Proxy Form should not be lodged with the H Share Registrar.

A Shareholder who has already lodged the Original Proxy Form with the H Share Registrar should take note of the following:

• (i) subject to (iii) below, if no Revised Proxy Form is lodged with the H Share Registrar, the Original Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed and signed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the Original Proxy Form and, in respect of the new resolutions as set out in the Supplemental Notice and the Revised Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions;

• (ii) if the Revised Proxy Form is lodged with the H Share Registrar before the Closing Time, the Revised Proxy Form, if correctly completed and signed, shall revoke and supersede the Original Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder; and

• (iii) if the Revised Proxy Form is lodged with the H Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the H Share Registrar.

Accordingly, the Shareholders are advised to complete the Revised Proxy Form, the Domestic Share Class Meeting Proxy Form and/or the H Share Class Meeting Proxy Form carefully and (i) lodge the Revised Proxy Form and/or the H Share Class Meeting Proxy Form with the H Share Registrar before the Closing Time; or (ii) lodge the Domestic Share Class Meeting Proxy Form with the board office of the Company in the PRC before the Closing Time.

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LETTER FROM THE BOARD

THE POSTPONED EGM, THE DOMESTIC SHARE CLASS MEETING, THE H SHARE CLASS MEETING AND CHANGE OF DATES FOR CLOSURE OF REGISTER OF MEMBERS

Due to the additional special resolutions to be submitted to the Shareholders for consideration, the Company decided to postpone the EGM originally scheduled to be held at 4:00 p.m. on Tuesday 10 October 2023 to 2:00 p.m. on Wednesday, 20 December 2023. The venue of the Postponed EGM will remain unchanged at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC. The Domestic Share Class Meeting will be held at the same address immediately after the conclusion of or any adjourned meeting of the Postponed EGM, and the H Share Class Meeting will be held at the same address immediately after the conclusion of or any adjourned meeting of the Domestic Share Class Meeting.

As a result of the foregoing, the book closure dates of the register of members of the Company will be changed as follows:

For determining the entitlement to attend and vote at the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting, the register of members of the Company will be closed from Friday, 15 December 2023 to Wednesday, 20 December 2023, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Postponed EGM, the Domestic Share Class Meeting and/or the H Share Class Meeting, unregistered holders of Shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s 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 at No.120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares) for registration not later than 4:30 p.m. on Thursday, 14 December 2023.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll.

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/its name in the register of members. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it has in the same manner.

RESPONSIBILITY STATEMENT

This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that each resolution to be proposed at the Postponed EGM and the Class Meetings is in the interests of the Company and the Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favour of all the resolutions to be proposed at the Postponed EGM and the Class Meetings.

Yours faithfully,

By order of the Board

Datang Environment Industry Group Co., Ltd.* Zhu Liming

Chairman

• For identification purposes only

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the special resolution to approve the Repurchase Mandate.

CLASS AND NUMBER OF SHARES PROPOSED TO BE REPURCHASED

As at the Latest Practicable Date, the issued share capital of the Company was 2,967,542,000 Shares, including 2,343,245,800 Domestic Shares and 624,296,200 H Shares. If the special resolution on the proposed grant of the Repurchase Mandate is approved, and the Company will not allot, issue or repurchase H Shares on or before the date of the Postponed EGM and the Class Meetings, the Company will be entitled to repurchase not more than 62,429,620 H Shares pursuant to the Repurchase Mandate, representing 10% of the total number of H Shares in issue of the Company as at the date of passing the relevant resolution.

REASONS FOR REPURCHASE

The Board believes that the Repurchase Mandate is conducive to promote the sustainable operation and development of the Company, protect the long-term interests of investors and maximise the Shareholders’ value. Based on the prevailing market conditions and funding arrangement, the exercise of the Repurchase Mandate may increase the net asset value per share and/or earnings per share. The Repurchase Mandate will be exercised only when the Directors consider that repurchase is beneficial to the Company and the Shareholders.

EXERCISE OF THE REPURCHASE MANDATE

Subject to the passing of the relevant special resolution in relation to the grant of the Repurchase Mandate to the Directors proposed at the Postponed EGM and the Class Meetings, the Directors will be granted the Repurchase Mandate until the earliest of:

• (1) the conclusion of the first annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the Repurchase Mandate is renewed, either unconditionally or subject to conditions;

• (2) the expiration of the 12-month period following the passing of this resolution; or

• (3) the revocation or variation of the authority under this resolution by passing of a special resolution of the Company at the Relevant Period.

FUNDING OF REPURCHASE

In repurchasing H Shares, the Company intends to apply funds from the Company’s internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.

The Company is empowered by its Articles of Association to repurchase its H Shares. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for such purpose. Under the

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EXPLANATORY STATEMENT

APPENDIX I

PRC laws, H Shares so repurchased should be cancelled and the Company’s registered capital should be reduced by the aggregate nominal value of the H Shares so cancelled. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

DISCLOSURE OF INTERESTS

To the best knowledge of the Directors, having made all reasonable enquiries, none of the Directors or their close associates (as defined in the Listing Rules), has any present intention to sell to the Company any H Shares if the Repurchase Mandate is approved by the Shareholders in the Postponed EGM and the Class Meetings.

As at the Latest Practicable Date, no core connected person(s) (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such core connected person(s) undertaken not to sell any of the H Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Company.

UNDERTAKINGS OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that in appropriate circumstances, they will exercise the powers of the Company to repurchase H Shares pursuant to the Repurchase Mandate in compliance with the Listing Rules, the Articles of Association, the applicable laws, rules and regulations of the PRC, and in accordance with the special resolutions set out in the notices of the Postponed EGM and the Class Meetings.

IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited accounts as contained in the annual report of the Company in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing position of the Company.

IMPLICATION UNDER THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the power of the Company to repurchase H Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition of the voting rights pursuant to Rule 32 of the Takeovers Code. If such an increase results in the change in control, it could, under certain circumstances, result in the recommendation for a mandatory acquisition in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, China Datang is the controlling Shareholder directly holding approximately 78.96% of the issued share capital of the Company. The Company expects that the exercise of the repurchase of H Shares under the Repurchase Mandate in full will not have any implications for China Datang under the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Directors are not aware of any consequence which will arise under the Takeovers Code and/or any similar applicable laws, as a result of any repurchase of H Shares under the Repurchase Mandate. Moreover, the Directors will not make share repurchase on the Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Listing Rules not being complied with.

H SHARES REPURCHASED BY THE COMPANY

No repurchase of H Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

PRICES OF H SHARES

The highest and lowest trading prices at which the H Shares have been traded on the Stock Exchange in each month over the last 12 months prior to the Latest Practicable Date are as follows:

								H Shares
							**Highest **	Price	Lowest Price
Month								(HK$)	(HK$)
2022
November								0.95	0.80
December								0.98	0.95
2023
January								0.99	0.96
February								0.98	0.97
March								0.97	0.82
April								0.99	0.90
May								0.98	0.90
June								0.91	0.80
July								0.94	0.84
August								0.94	0.90
September								0.90	0.90
October								0.90	0.70
November	(up	to	the	Latest	Practicable	Date)		0.89	0.69

• 12 -

SUPPLEMENTAL NOTICE OF POSTPONED EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental notice, 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 supplemental notice.

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

Datang Environment Industry Group Co., Ltd.*

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

(Stock Code: 1272)

SUPPLEMENTAL NOTICE OF POSTPONED EXTRAORDINARY GENERAL MEETING

Reference is made to the notice (the “ Original Notice ”) of the extraordinary general meeting (the “ EGM ”) of Datang Environment Industry Group Co., Ltd. (the “ Company* ”) dated 18 September 2023, which sets out the resolution to be considered and, if thought fit, to be approved at the EGM to be convened at 4:00 p.m. on Tuesday, 10 October 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the postponed EGM (the “ Postponed EGM ”) will

be convened at the same venue at 2:00 p.m. on Wednesday, 20 December 2023. Terms used in this supplemental notice shall have the same meanings as those defined in the supplemental circular of the Company dated 1 December 2023 (the “ Supplemental Circular ”) unless otherwise specified.

Due to the matters as set out in the Supplemental Circular, the following new resolutions will be included:

Special Resolutions

• (2) To consider and approve the mandate to the Board to determine the issuance of new Shares of not more than 20% of each class of Shares.

• (3) To consider and approve the mandate to the Board to repurchase H Shares not exceeding 10% of the total number of H Shares.

* For identification purposes only

• 13 -

SUPPLEMENTAL NOTICE OF POSTPONED EXTRAORDINARY GENERAL MEETING

This supplemental notice should be read in conjunction with the Original Notice. Apart from the amendments set out above, all the information contained in the Original Notice shall remain to have full force and effect.

By order of the Board Datang Environment Industry Group Co., Ltd.* Zhu Liming Chairman

Beijing, the PRC, 1 December 2023

Notes:

• i. Save as the resolutions newly proposed, there are no any other changes to the resolution set out in the Original Notice. For details of other resolution and other related matters to be considered at the EGM, please refer to the notice and circular of the EGM issued by the Company on 18 September 2023.

• ii. As the proxy form despatched by the Company on 18 September 2023 (the “ Original Proxy Form ”) does not contain the newly added resolutions set out in this supplemental notice, a revised proxy form containing the above newly added resolutions (the “ Revised Proxy Form ”) has been prepared and is enclosed in this supplemental notice.

• iii. Important: If a Shareholder of the Company has not yet lodged the Original Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, such Shareholder is requested to lodge only the Revised Proxy Form. A Shareholder who has lodged the Original Proxy Form with the Company or Computershare Hong Kong Investor Services Limited should note that:

• (1) the duly completed Revised Proxy Form will be treated as the valid proxy form lodged by such Shareholder;

• (2) if such Shareholder fails to lodge the Revised Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, the lodged Original Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolutions not set out in the Original Proxy Form, the proxy appointed under the Original Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received; and

• (3) any Revised Proxy Form which is lodged with the Company or Computershare Hong Kong Investor Services Limited after the Deadline (as defined below) shall be invalid. The Original Proxy Form previously lodged by such Shareholder shall not be revoked. The Original Proxy Form, if duly completed, will be deemed effective and applicable to the extent permissible. For the additional resolutions not set out in the Original Proxy Form, the proxy appointed under the Original Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

• iv. Each Shareholder entitled to attend and vote at the Postponed EGM may, by completing the Revised Proxy Form, appoint one or more proxies to attend and vote at the Postponed 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.

• v. The Revised Proxy Form 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.

• 14 -

SUPPLEMENTAL NOTICE OF POSTPONED EXTRAORDINARY GENERAL MEETING

• vi. To be valid, the Revised Proxy Form 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) not less than 24 hours prior to the holding of the Postponed EGM or any adjourned meetings (the “ Deadline ”). If the Revised Proxy Form 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 Revised Proxy Form, be deposited at the specified place at the time set out in such form. Completion and return of the Revised Proxy Form will not preclude Shareholders from attending and voting in person at the Postponed EGM or any adjourned meetings should you so wish.

As at the date of this supplemental notice, the executive Director is Mr. Zhu Liming; the non-executive Directors are Mr. Wang Junqi, Mr. Shen Zhen, Mr. Wu Daqing, Mr. Chen Kan and Mr. Song Yunpeng; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

This supplemental notice is available on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn).

• 15 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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

Datang Environment Industry Group Co., Ltd.*

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

(Stock Code: 1272)

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the domestic share class meeting (the “ Domestic Share Class Meeting ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) will be convened at 2:30 p.m. on Wednesday, 20 December 2023, immediately after the conclusion or adjournment of the extraordinary general meeting of the Company, 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 supplemental circular of the Company dated 1 December 2023 (the “ Supplemental Circular* ”) unless otherwise specified.

Special Resolution

• (1) To consider and approve the mandate to the Board to repurchase H Shares not exceeding 10% of the total number of H Shares.

The main texts and relevant details of the above resolution are set forth in the Supplemental Circular, which are available on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.dteg.com.cn).

Yours faithfully, By order of the Board

Datang Environment Industry Group Co., Ltd.*

Zhu Liming Chairman

Beijing, the PRC, 1 December 2023

As at the date of this notice, the executive Director is Mr. Zhu Liming; the non-executive Directors are Mr. Wang Junqi, Mr. Shen Zhen, Mr. Wu Daqing, Mr. Chen Kan and Mr. Song Yunpeng; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

* For identification purposes only

• 16 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

Notes:

• i. All resolutions at the Domestic Share Class Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn) after the Domestic Share Class Meeting.

• ii. In order to ascertain the entitlements of the Shareholders to attend the Domestic Share Class Meeting, the register of members of the Company will be closed from Friday, 15 December 2023 to Wednesday, 20 December 2023 (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 Wednesday, 20 December 2023 are entitled to attend and vote at the Domestic Share Class Meeting.

To be eligible to attend and vote at the Domestic Share Class Meeting, all transfer documents must be lodged with the Company’s board office at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 no later than 4:30 p.m. on Thursday, 14 December 2023.

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

• iv. 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.

• v. To be valid, the form of proxy must be lodged with the Company’s board office in the PRC not less than 24 hours prior to the holding of the Domestic Share Class Meeting. 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 Domestic Share Class Meeting or any adjourned meetings should you so wish.

• vi. Shareholders shall produce their identity documents and supporting documents in respect of Domestic Shares held when attending the Domestic Share Class Meeting. If corporate Shareholders appoint authorised representative to attend the Domestic Share Class Meeting, 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 Domestic Share Class Meeting.

• vii. The Company has the rights to request a proxy who attends the Domestic Share Class Meeting on behalf of a Shareholder to provide proof of identity.

• viii. Shareholders who intend to attend the Domestic Share Class Meeting shall bear their own transportation and accommodation expenses.

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

• x. 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.

• xi. All dates and time in this notice refer to Hong Kong dates and time.

• 17 -

NOTICE OF H SHARE CLASS MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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

Datang Environment Industry Group Co., Ltd.*

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

(Stock Code: 1272)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H share class meeting (the “ H Share Class Meeting ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) will be convened at 3:00 p.m. on Wednesday, 20 December 2023, immediately after the conclusion or adjournment of the extraordinary general meeting of the Company and the class meeting for holders of domestic shares of the Company, 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 supplemental circular of the Company dated 1 December 2023 (the “ Supplemental Circular* ”) unless otherwise specified.

Special Resolution

• (1) To consider and approve the mandate to the Board to repurchase H Shares not exceeding 10% of the total number of H Shares.

The main texts and relevant details of the above resolution are set forth in the Supplemental Circular, which are available on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.dteg.com.cn).

Yours faithfully, By order of the Board Datang Environment Industry Group Co., Ltd.* Zhu Liming Chairman

Beijing, the PRC, 1 December 2023

* For identification purposes only

• 18 -

NOTICE OF H SHARE CLASS MEETING

As at the date of this notice, the executive Director is Mr. Zhu Liming; the non-executive Directors are Mr. Wang Junqi, Mr. Shen Zhen, Mr. Wu Daqing, Mr. Chen Kan and Mr. Song Yunpeng; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.

Notes:

• i. All resolutions at the H Share Class Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dteg.com.cn) after the H Share Class Meeting.

• ii. In order to ascertain the entitlements of the Shareholders to attend the H Share Class Meeting, the register of members of the Company will be closed from Friday, 15 December 2023 to Wednesday, 20 December 2023 (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 Wednesday, 20 December 2023 are entitled to attend and vote at the H Share Class Meeting.

To be eligible to attend and vote at the H Share Class Meeting, 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, no later than 4:30 p.m. on Thursday, 14 December 2023.

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

• iv. 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.

• v. 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 not less than 24 hours prior to the holding of the H Share Class Meeting. 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 H Share Class Meeting or any adjourned meetings should you so wish.

• vi. Shareholders shall produce their identity documents and supporting documents in respect of H Shares held when attending the H Share Class Meeting. If corporate Shareholders appoint authorised representative to attend the H Share Class Meeting, 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 H Share Class Meeting.

• vii. The Company has the rights to request a proxy who attends the H Share Class Meeting on behalf of a Shareholder to provide proof of identity.

• viii. Shareholders who intend to attend the H Share Class Meeting shall bear their own transportation and accommodation expenses.

• 19 -

NOTICE OF H SHARE CLASS MEETING

• 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 H Share register of members of the Company.

• x. H Share Registrar, Computershare Hong Kong Investor Services Limited, is situated at 17M 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.

• xii. All dates and time in this notice refer to Hong Kong dates and time.

• 20 -