Datang Environment Industry Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 4, 2024

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 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)

PROPOSED 2024 INTERIM DIVIDEND AND NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular (the “ Circular ”).

The second extraordinary general meeting of the Company (the “ 2024 Second EGM ”) will be held at 2:00 p.m. on Friday, 20 September 2024 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC. The notice of the 2024 Second EGM is set out on pages 8 to 9 of this Circular.

A form of proxy (the “ Proxy Form ”) for use at the 2024 Second EGM is enclosed with this Circular. This Circular together with the Proxy Form are 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 2024 Second EGM, you are required to complete and return the Proxy Form in accordance with the instructions printed thereon. For holders of H Shares, the Proxy Form should be returned to the H Share Registrar and for holders of Domestic Shares, the Proxy Form 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 2024 Second EGM or any adjourned meeting thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the 2024 Second EGM or at any other adjourned meeting should you so wish.

4 September 2024

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING . . . . . . . . . .	8

• i -

DEFINITIONS

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

“2024 Second EGM”	the second extraordinary general meeting of the Company to be
	held at 2:00 p.m. on Friday, 20 September 2024 at No. 120
	Zizhuyuan Road, Haidian District, Beijing, the PRC
“Board”	the board of Directors 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)
“Director(s)”	director(s) of the Company
“Domestic Share(s)”	the ordinary shares in the 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
“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”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	2 September 2024, being the latest practicable date prior to the
	printing of this Circular for the purpose of ascertaining information
	contained therein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China, excluding, for the purpose of this
	Circular only, Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	Domestic Share(s) and/or H Share(s)
“Shareholder(s)”	shareholder(s) of the Company

• 1 -

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

In this 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.

• 2 -

LETTER FROM THE BOARD

==> picture [46 x 47] 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)

Executive Director: Mr. Zhu Liming

Non-executive Directors:

Mr. Xu Chun Mr. Pang Xiaojin Mr. Xia Huaixiang Mr. Chu Hongbo 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. Mao Zhuanjian Mr. Suen Chun Hung, Benjamin Ms. Hu Yunqing

4 September 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED 2024 INTERIM DIVIDEND AND

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated 30 August 2024 in relation to the proposed distribution of the interim dividends of the Company for the six months ended 30 June 2024 (the “ Proposed 2024 Interim Dividend ”).

The purpose of this Circular is to provide you with, among other things: (i) the Proposed 2024 Interim Dividend; (ii) notice of the 2024 Second EGM; and (iii) other information as required under the Listing Rules.

• For identification purpose only

• 3 -

LETTER FROM THE BOARD

II. PROPOSED 2024 INTERIM DIVIDEND

(1) Proposed distribution of the Proposed 2024 Interim Dividend

An ordinary resolution will be proposed at the 2024 Second EGM to approve the interim profit distribution plan for 2024. The resolution was considered and approved by the Board at the second meeting of the fourth session of the Board

The Board has proposed the profit distribution plan of the Company for the six months ended 30 June 2024, to propose the payment of the Proposed 2024 Interim Dividend at RMB0.03 (before tax) per Share in cash to the Shareholders. The Proposed 2024 Interim Dividend shall be denominated and declared in RMB. The Proposed 2024 Interim Dividend shall be paid by the Company to the holders of Domestic Shares in RMB and shall be denominated in RMB but paid to the holders of H Shares in Hong Kong dollar. The exchange rate of RMB to Hong Kong dollars shall be the average exchange rate as announced by the People’s Bank of China for five working days prior to the date of declaration of the Proposed 2024 Interim Dividend (i.e., the date of convening the 2024 Second EGM).

The Proposed 2024 Interim Dividend is subject to the approval of Shareholders at the 2024 Second EGM on 20 September 2024. If the proposed interim profit distribution plan for 2024 is approved by the Shareholders at the 2024 Second EGM, the Proposed 2024 Interim Dividend is expected to be distributed on or about Wednesday, 20 November 2024 to the Shareholders whose names appear on the register of members of the Company on 1 October 2024 (the “ Record Date ”).

(2) Closure of register of members of H Shares for the proposed distribution of the Proposed 2024 Interim Dividend

The Proposed 2024 Interim Dividend is expected to be distributed on or about Wednesday, 20 November 2024 to the Shareholders whose names appear on the register of members of the Company on 1 October 2024. In order to ascertain the entitlements of the Shareholders to receive the Proposed 2024 Interim Dividend, the register of members of the Company will be closed from 26 September 2024 to 1 October 2024 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2024 Interim Dividend, 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 25 September 2024.

(3) Tax

According to the Enterprise Income Tax Law of the PRC 《中華人民共和國企業所得稅法》( ) and its implementation regulations (the “ EIT Law ”), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered in the name of non-individual enterprises, including HKSCC

• 4 -

LETTER FROM THE BOARD

Nominees Limited, other agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise Shareholders (as defined under the EIT Law). When the Company distributes dividends to non-resident enterprise Shareholders, it is liable to withhold enterprise income tax on their behalf at an interest rate of 10%. If H Shareholders need to change their Shareholder’s status, they shall consult with the agents or trustees on the procedures. In strict compliance with laws and requirements of relevant government authorities, the Company will withhold the enterprise income tax according to the register of members of the H Shares of the Company as at the Record Date.

Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the register of members of H Share(s) should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to the H Share Registrar, Computershare Hong Kong Investor Services Limited, if they do not wish to have the 10% enterprise income tax withheld and paid on their behalf by the Company.

Pursuant to the Notice on the Issues on Levy and Administration of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document 《關於國稅發( (1993)045號文 件廢止後有關個人所得稅徵管問題的通知》) issued by the State Administration of Tax on 28 June 2011, domestic non-foreign-invested enterprises issuing shares in Hong Kong may generally, when distributing dividends, withhold individual income tax at the rate of 10%.

If the individual H Shareholders are residents of Hong Kong or Macau or those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will finally withhold and pay individual income tax at the rate of 10% on behalf of these Shareholders. If the individual H Shareholders are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the relevant tax treaty. Under the above circumstances, if the relevant individual H Shareholders want a refund of the extra amount withheld (the “ Extra Amount ”) due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the evidence required by the notice of the tax treaty to the H Share Registrar. The Company will assist with the tax refund after receiving approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which have an agreed tax rate of over 10% but less than 20% with the PRC under the tax treaty, the Company will withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax treaty. In the case that the individual H Shareholders are residents of the countries which have an agreed tax rate of 20% with the PRC, or which have not entered into any tax treaty with the PRC, or otherwise, the Company will withhold and pay the individual income tax at a rate of 20%.

The Company will strictly comply with the laws and requirements of the relevant government authorities and withhold and pay enterprise and individual income tax on behalf of the Shareholders based on the register of members of the H Shares on the Record Date. The

• 5 -

LETTER FROM THE BOARD

Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding of enterprise income tax.

III. THE 2024 SECOND EGM AND ITS METHOD OF VOTING

The 2024 Second EGM is proposed to be held at 2:00 p.m. on Friday, 20 September 2024 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC by the Company to consider and, if thought fit, to pass the matter set out in the notice of the 2024 Second EGM. The notice of the 2024 Second EGM and the Proxy Form are 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 2024 Second EGM, you are advised to read the notice and complete the enclosed the Proxy Form 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 2024 Second EGM (i.e. no later than 2:00 p.m. (Hong Kong time) on Thursday, 19 September 2024) or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the 2024 Second 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 except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.

IV. CLOSURE OF REGISTER OF MEMBERS

In order to ascertain the entitlements of the Shareholders to attend the 2024 Second EGM, the register of members of the Company will be closed from 16 September 2024 to 20 September 2024 (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 20 September 2024 are entitled to attend and vote at the 2024 Second EGM. To be eligible to attend and vote at the 2024 Second 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 13 September 2024.

• 6 -

LETTER FROM THE BOARD

V. RECOMMENDATION

The Board recommends the Shareholders to vote in favour of the resolution set out in the notice of the 2024 Second EGM as it is in the interests of the Company and the Shareholders as a whole.

VI. 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 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 misleading.

Yours faithfully, By order of the Board

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

Chairman

• For identification purpose only

• 7 -

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

==> picture [46 x 47] 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 THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “ 2024 Second EGM ”) of Datang Environment Industry Group Co., Ltd. (the “ Company ”) will be convened at 2:00 p.m. on Friday, 20 September 2024 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the following matter. Unless otherwise specified, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 4 September 2024 (the “ Circular* ”).

Ordinary Resolution

1. To consider and approve the interim profit distribution plan for 2024 and the Proposed 2024 Interim Dividend.

The main texts of the resolution at the 2024 Second EGM are set forth in the Circular, 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.* Zhu Liming Chairman

Beijing, the PRC, 4 September 2024

As of the date of this notice, the executive Director is Mr. Zhu Liming; the non-executive Directors are Mr. Xu Chun, Mr. Pang Xiaojin, Mr. Xia Huaixiang, Mr. Chu Hongbo and Mr. Song Yunpeng; and the independent non-executive Directors are Mr. Mao Zhuanjian, Mr. Suen Chun Hung, Benjamin and Ms. Hu Yunqing.

• For identification purpose only

• 8 -

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

• i. In order to ascertain the entitlements of the Shareholders to attend the 2024 Second EGM, the register of members of the Company will be closed from 16 September 2024 to 20 September 2024 (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 20 September 2024 are entitled to attend and vote at the 2024 Second EGM.

• ii. To be eligible to attend and vote at the 2024 Second 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 13 September 2024.

• 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 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares) within 24 hours prior to the holding of the 2024 Second 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 2024 Second 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 2024 Second EGM. If corporate Shareholders appoint authorised representative to attend the 2024 Second 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 2024 Second EGM.

• vi. The Company has the rights to request a proxy who attends the 2024 Second EGM on behalf of a Shareholder to provide proof of identity.

• vii. The 2024 Second 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.

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

• 9 -