Luzhou Xinglu Water (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2022

Feb 14, 2022

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.

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

NOTICE OF 2022 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 first extraordinary general meeting (the “ EGM ”) of Luzhou Xinglu Water (Group) Co., Ltd. (the “ Company ”) will be held at 9:00 a.m. on Friday, 4 March 2022 at the meeting room of 6th Floor, 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the People’s Republic of China (the “ PRC* ”).

The following resolutions will be considered and, if thought fit, approved by the shareholders of the Company at the EGM:

ORDINARY RESOLUTIONS

1. To consider and approve the proposal on re-election and appointment of non-employee representative directors of the Company (the “ Director(s) ”) for the second session of the board of Directors, namely:

2. (1) the re-election of Mr. ZHANG Qi（張歧）as an executive Director;

3. (2) the re-election of Mr. LIAO Xingyue（廖星樾）as an executive Director;

4. (3) the re-election of Mr. CHEN Bing（陳兵）as a non-executive Director;

5. (4) the appointment of Mr. YU Long（喻龍）as a non-executive Director;

6. (5) the appointment of Ms. HU Fenfen（胡芬芬）as a non-executive Director;

7. (6) the appointment of Ms. MA Hua（馬樺）as an independent non-executive Director;

8. (7) the appointment of Mr. LIANG Youguo（梁有國）as an independent non-executive Director;

9. (8) the appointment of Mr. FU Ji（傅驥）as an independent non-executive Director.

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1. To consider and approve the proposal on re-election and appointment of the shareholder representative supervisors and external supervisors of the Company (the “ Supervisor(s) ”) for the second session of the supervisory committee of the Company, namely:

2. (1) the appointment of Mr. YANG Zhenqiu（楊震球）as a shareholder representative Supervisor;

3. (2) the appointment of Mr. LAI Bingyou（賴柄有）as a shareholder representative Supervisor;

4. (3) the re-election of Mr. XIONG Hua（熊華）as an external Supervisor;

5. (4) the appointment of Mr. GU Ming’an（辜明安）as an external Supervisor.

By order of the Board Luzhou Xinglu Water (Group) Co., Ltd.* ZHANG Qi Chairman

• Luzhou, Sichuan Province, the PRC 15 February 2022

Notes:

1. Pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), voting on all resolutions 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 Wednesday, 2 March 2022 to Friday, 4 March 2022 (both dates inclusive) during which registration for transfer of shares will be suspended. Holders of H shares of the Company who intend to attend and vote at the EGM shall deliver all transfer forms together with the relevant share certificates to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, no later than 4:30 p.m. on Tuesday, 1 March 2022.

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/her 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 Domestic Shareholders) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) not later than 24 hours before the time appointed for the holding of the EGM (i.e. not later than 9:00 a.m. on Thursday, 3 March 2022) or any adjourned meeting thereof (as the case may be) in order to be effective.

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1. 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 Domestic Shareholders) or to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), by hand or by post, on or before Wednesday, 2 March 2022.

2. 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

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

16 Baizi Road, Jiangyang District, Luzhou Sichuan Province PRC

Contact person: ZHANG Hailiang（張海良） Tel: +86 (830) 319 4768 Fax: +86 (830) 258 0239

1. Pursuant to the articles of association of the Company, 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 of the Company, 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.

3. In view of the ongoing COVID-19 pandemic, the Company strongly recommends the Shareholders to exercise their voting rights by appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the meeting in person.

The following prevention and control measures will be implemented at the EGM in order to cooperate withthe prevention and control of the pandemic so as to safeguard the health and safety of the Shareholders and the participants of the meeting:

• (a) Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with abnormal body temperature will not be admitted to the venue;

• (b) Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting;

• (c) No refreshment will be served; and

• (d) No souvenirs will be distributed.

As at the date of this notice, the board of Directors comprises of (i) two executive directors, namely Mr. ZHANG Qi and Mr. LIAO Xingyue (ii) three non-executive directors, namely Mr. CHEN Bing, Ms. XU Yan and Mr. XIE Xin; and (iii) three independent non-executive directors, namely Mr. GU Ming’an, Mr. LIN Bing and Mr. CHENG Hok Kai, Frederick.

• For identification purposes only

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