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

Sep 18, 2023

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.

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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)

DOMESTIC REGISTRATION OF DEBT FINANCING INSTRUMENTS AND

THE ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPER, SHORT-TERM COMMERCIAL PAPER AND MEDIUM TERM NOTE AND NOTICE OF THE EGM

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the EGM of the Company to be held at 4:00 p.m. on Tuesday, 10 October 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 6 to 7 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.

18 September 2023

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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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, 10 October 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC

• “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 “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

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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 Directors: Mr. Zhu Liming Mr. Shen Zhen

Non-executive Directors: Mr. Wang Junqi 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

18 September 2023

To the Shareholders

Dear Sir or Madam,

DOMESTIC REGISTRATION OF DEBT FINANCING INSTRUMENTS AND

THE ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPER, SHORT-TERM COMMERCIAL PAPER AND MEDIUM TERM NOTE AND NOTICE OF THE EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 31 August 2023 in relation to the domestic registration of debt financing instruments and the issuance of super short-term commercial paper, short-term commercial paper and medium term note.

* For identification purpose only

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LETTER FROM THE BOARD

The purposes of this circular are to provide you with, among other things: (i) further details of domestic registration of debt financing instruments and the issuance of super short-term commercial paper, short-term commercial paper and medium term note; and (ii) a notice of the EGM.

DOMESTIC REGISTRATION OF DEBT FINANCING INSTRUMENTS AND THE ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPER, SHORT-TERM COMMERCIAL PAPER AND MEDIUM TERM NOTE

In order to expand financing channels and to satisfy capital requirements, the Company intends to apply to National Association of Financial Market Institutional Investors (“ NAFMII ”) for registration for issuance of super short-term commercial paper (“ SCP ”), short-term commercial paper and medium term note and for issuance of SCP and short-term commercial paper in tranches during the registration period; and issuance of medium term note, which will depend on subsequent capital requirements and market conditions. In accordance with the Company Law of the PRC and the Guidelines for Non-Financial Enterprises on the Issuance of Super Short-Term Commercial Paper 《非金融企業超短期融資券業務指引》( ), Guidelines for Non-Financial Enterprises on the Issuance of Short-Term Commercial Paper 《非金融企業短期融資券業( 務指引》) and Guidelines for Non-Financial Enterprises on the Issuance of Medium Term Note* 《非金融企( 業中期票據業務指引》), the specific plan is set out as below:

1. Registration size: SCP of no more than RMB3 billion, short-term commercial paper and medium term note of, as aggregated, no more than RMB3 billion;

2. Issuance size: SCP of no more than RMB3 billion, short-term commercial paper and medium term note of, as aggregated, no more than RMB3 billion;

3. Issuance period: (1) the issuance period of each tranche of SCP is no more than 270 days from the issue date; (2) the issuance period of each tranche of short-term commercial paper is no more than 1 year from the issue date; and (3) the issuance period of each tranche of medium term note is no more than 1 year from the issue date, with specific period subject to actual issuance; and

4. Use of proceeds: Proceeds raised will be used for the Company (including its subsidiaries) to replenish the working capital and project investments and repay debts which fall due and payable.

The following matters will be put to the general meeting for consideration and approval:

1. approve the Company to register with NAFMII for issuance of SCP of no more than RMB3 billion and for issuance of short-term commercial paper and medium term note of, as aggregated, no more than RMB3 billion, and to (1) issue SCP and short-term commercial paper in tranches during the registration period; and (2) issue medium term note as necessary; and

2. the general meeting authorises the Board, which then sub-authorises the senior management of the Company, to deal with all matters related to this registration and issuance as they deem appropriate.

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LETTER FROM THE BOARD

THE EGM

The EGM is proposed to be held at 4:00 p.m. on Tuesday, 10 October 2023 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 18 September 2023. The notice of the EGM is set out on pages 6 to 7 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, 9 October 2023 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 the EGM, the register of members of the Company will be closed from Thursday, 5 October 2023 to Tuesday, 10 October 2023 (both days inclusive), during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of member of the Company on Tuesday, 10 October 2023 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 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 Wednesday, 4 October 2023.

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.

RESPONSIBILITY STATEMENT

This 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

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LETTER FROM THE BOARD

knowledge and belief the information contained in this 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 circular misleading.

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

• For identification purpose only

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NOTICE OF THE EGM

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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)

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, 10 October 2023 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the People’s Republic of China (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 18 September 2023 (the “ Circular* ”) unless otherwise specified.

Special Resolution

• (1) To consider and approve the domestic registration of debt financing instruments and the issuance of super short-term commercial paper, short-term commercial paper and medium term note.

The main texts and relevant details of the 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).

Yours faithfully, By order of the Board

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

Beijing, the PRC, 18 September 2023

As at the date of this notice, the executive Directors are Mr. Zhu Liming and Mr. Shen Zhen; the nonexecutive Directors are Mr. Wang Junqi, 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 purpose only

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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 Thursday, 5 October 2023 to Tuesday, 10 October 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 Tuesday, 10 October 2023 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 Wednesday, 4 October 2023.

• 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.

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