Luzhou Xinglu Water (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2017

Jul 25, 2017

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luzhou Xinglu Water (Group) Co., Ltd.* , you should at once hand this circular, together with the accompanying form of proxy and reply slip to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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Luzhou Xinglu Water (Group) Co., Ltd.[*] 瀘州市興瀘水務（集團）股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2281)

INVESTMENT PLAN AND

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notice of convening the EGM to be held at the meeting room of 6th Floor, 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC at 10:00 a.m. on Tuesday, 12 September 2017 is set out on pages 6 to 8 of this circular. Form of proxy for use at the EGM is also enclosed with this circular. If you intend to attend the EGM by proxy, you are required to complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in respect of H Shares), or to the office of the Board located at 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for convening the EGM (i.e. not later than 10:00 a.m. on Monday, 11 September 2017) or any adjournment thereof. Completion and return of the form(s) of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) should you so wish.

25 July 2017

• For identification purposes only

CONTENTS

Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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DEFINITIONS

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

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board”

the board of Directors

• “Chairman” the chairman of the Board

• “Company”

• Luzhou Xinglu Water (Group) Co., Ltd.* (瀘州市興瀘水務（集 團）股份有限公司), a joint stock company with limited liability incorporated in the PRC, whose H Shares are listed on the Main Board of the Stock Exchange

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

• “Domestic Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB by PRC nationals and/or PRC corporate entities

• “EGM”

• the extraordinary general meeting of the Company to be held at the meeting room of 6th Floor, 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC at 10:00 a.m. on Tuesday, 12 September 2017 or any adjournment thereof

• “H Share(s)” overseas listed foreign invested ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

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DEFINITIONS

“PRC”	the People’s Republic of China, for the purposes of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the Domestic Share(s) and the H Share(s)
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• For identification purposes only

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LETTER FROM THE BOARD

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Luzhou Xinglu Water (Group) Co., Ltd.[*] 瀘州市興瀘水務（集團）股份有限公司

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

(Stock code: 2281)

Executive Directors: Mr. ZHANG Qi (張歧先生) Mr. LIAO Xingyue (廖星樾先生) Mr. WANG Junhua (王君華先生)

Registered office: 16 Baizi Road Jiangyang District, Luzhou Sichuan Province PRC

Non-executive Directors:

Mr. CHEN Bing (陳兵先生) Mr. YANG Ronggui (楊榮貴先生) Ms. XU Yan (徐燕女士)

Principal place of business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

Independent non-executive Directors:

Mr. GU Ming’an (辜明安先生) Mr. LIN Bing (林兵先生) Mr. CHENG Hok Kai, Frederick (鄭學啟先生)

25 July 2017

To the Shareholders,

Dear Sir/Madam,

INVESTMENT PLAN AND

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the EGM and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM as described below.

At the EGM, an ordinary resolution will be proposed to consider and approve the investment plan of the Company for the period ending on the date of the next annual general meeting.

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LETTER FROM THE BOARD

INVESTMENT PLAN

In order to improve the operation flexibility and efficiency of the Company and to make timely decisions, the Company formulated an investment plan for the period ending on the date of the next annual general meeting. The proposed investment plan will have a total budget for investment of RMB600 million, covering the asset restructuring, the equity acquisition, the capital increase to the subsidiaries of the Company, the establishment of subsidiaries of the Company, the projects construction investment and the fixed assets investment, with each investment under such plan not exceeding RMB300 million, and excluding investments that are subject to the Shareholders’ approvals in accordance with the Listing Rules and other applicable laws and regulations (the “ Investment Plan ”). The specific investment projects under the Investment Plan shall be approved and executed by the Board as they materialize from time to time during the relevant period.

The above resolution has been considered and approved at the Board meeting of the Company held on 21 July 2017, and is hereby submitted to the EGM for the Shareholders’ consideration and approval in accordance with the Company Law of the PRC and the Articles of Association.

EXTRAORDINARY GENERAL MEETING

The EGM will be held at 10:00 a.m. on Tuesday, 12 September 2017 at the meeting room of 6th Floor, 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC. The notice of the EGM is set out on pages 6 to 8 of this circular. The form of proxy and reply slip for the EGM are enclosed herewith.

Whether or not you are able to attend the EGM, you are advised to complete and return as soon as possible the enclosed form of proxy in accordance with the instructions printed thereon. The form of proxy for holders of H Shares should be returned to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and the form of proxy for holders of Domestic Shares should be returned to the office of the Board located at 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC by no later than 24 hours before the time appointed for convening the EGM (i.e. not later than 10:00 a.m. on Monday, 11 September 2017) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM, or any adjourned meeting, in person if you so wish.

If you intend to attend the EGM in person, you are required to complete and return the reply slip to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of H Shares) or to the office of the Board (for holders of Domestic Shares) on or before Wednesday, 23 August 2017 for the Company to assess whether or not it is necessary to announce the notice of the EGM again. If the number of voting Shares as represented by the reply slips collected by Wednesday, 23 August 2017 reaches no less than one half of the total number of the issued Shares, the Company may hold the EGM as stipulated in the notice of the EGM. If not, the Company shall within five days notify the Shareholders again, by public notice or otherwise required in the Articles of Association, of the matters to be considered as well as the date and place of the EGM. Upon such notification, the Company may hold the EGM.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Sunday, 13 August 2017 to Tuesday, 12 September 2017 (both days inclusive), during which period no transfer of Shares will be effected. The record date for entitlement to attend and vote at the EGM is Sunday, 13 August 2017. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Company’s registered office in the PRC at 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Friday, 11 August 2017.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolution to be proposed at the EGM as set out in the notice of the EGM set out at the end of this circular must be taken by poll. The chairman of the EGM will therefore demand a poll for such resolution put to the vote at the EGM. 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 of the Company registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote needs not use all his or her votes or cast all the votes he or she uses in the same way.

RECOMMENDATION

The Board considers that the resolution set out in the notice of the EGM for the Shareholders’ consideration and approval is in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolution set out in the notice of the EGM which is to be proposed at the EGM.

By order of the Board

Luzhou Xinglu Water (Group) Co., Ltd.* Zhang Qi

Chairman

• For identification purposes only

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NOTICE OF THE EGM

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Luzhou Xinglu Water (Group) Co., Ltd.[*] 瀘州市興瀘水務（集團）股份有限公司

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

(Stock code: 2281)

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “ EGM ”) of Luzhou Xinglu Water (Group) Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Tuesday, 12 September 2017 at the meeting room of 6th Floor, 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the People’s Republic of China (the “ PRC* ”) to consider and, if thought fit, approve the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the investment plan of the Company for the period ending on the date of next annual general meeting[+] .

By order of the Board

Luzhou Xinglu Water (Group) Co., Ltd.*

Zhang Qi

Chairman

Luzhou, the PRC

25 July 2017

• For identification purposes only

• Please refer to the circular of the Company dated 25 July 2017 for the details of the investment plan of the Company.

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NOTICE OF THE EGM

Notes:

1. Pursuant to the Listing Rules, voting on the resolution at a general meeting shall be by way of poll. The poll results of the EGM will be published on the websites of the Stock Exchange and the Company in accordance with the requirements of the Listing Rules.

2. For the purpose of ascertaining eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Sunday, 13 August 2017 to Tuesday, 12 September 2017 (both dates inclusive) during which period registration for transfer of Shares will be suspended. Holders of H Shares who intend to attend and vote at the EGM shall deliver all transfer documents together with the relevant share certificates to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Friday, 11 August 2017.

3. Any shareholder of the Company (the “ Shareholder ”) who is entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a Shareholder. If the Shareholder appoints more than one proxy, his/her proxies may only vote by poll.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing. If the Shareholder is a legal entity, then the relevant appointing document must be either under seal or under the hand of its director or attorney duly authorized. If the instrument appointing a proxy is signed by a person duly authorized by the Shareholder, the powers of attorney or other instruments of authorization shall be notarized.

5. The form of proxy together with the power of attorney or other authorization documents, if any, must be delivered to the office of the Board located at the registered office of the Company in the PRC (for holders of Domestic Shares) or the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of H Shares) not later than 24 hours before the time appointed for convening the EGM (i.e. not later than 10:00 a.m. on Monday, 11 September 2017) or any adjourned meeting thereof (as the case may be) in order to be effective.

6. Any Shareholder who wishes to attend the EGM in person or by proxy is required to complete and return the reply slip to the office of the Board located at the registered office of the Company in the PRC (for holders of Domestic Shares) or to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of H Shares), by hand or by post, on or before Wednesday, 23 August 2017.

7. The H share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited and its address and contact information are as follows:

Shops 1712–1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

Tel: (+852) 2862 8686 Fax: (+852) 3186 2419

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NOTICE OF THE EGM

1. The address and contact information of the office of the Board in the PRC are as follows:

16 Baizi Road, Jiangyang District, Luzhou Sichuan Province PRC

Contact person: Ruan Lvjian (阮履建) Tel: +86 (830) 319 4768 Fax: +86 (830) 258 0239

1. Pursuant to the Articles of Association, for joint registered Shareholders consisting of two or more persons, only the Shareholder whose name appears first on the register of members of the Company is entitled to receive this notice, attend the EGM and exercise the entire voting rights conferred by the relevant Shares, and this notice shall be deemed to have served all such joint registered Shareholders.

2. The EGM is expected to last for no more than half a day. Shareholders who attend the EGM in person or their proxies shall be responsible for their own travelling and accommodation expenses. Shareholders or their proxies who attend the EGM must produce their identity documents for identification.

As at the date of this notice, the Board comprises of (i) three executive directors, namely Mr. Zhang Qi, Mr. Liao Xingyue and Mr. Wang Junhua; (ii) three non-executive directors, namely Mr. Chen Bing, Mr. Yang Ronggui and Ms. Xu Yan; and (iii) three independent non-executive directors, namely Mr. Gu Ming’an, Mr. Lin Bing and Mr. Cheng Hok Kai, Frederick.

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