Taizhou Water Group Co., Ltd. — Proxy Solicitation & Information Statement 2021

Oct 11, 2021

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Taizhou Water Group Co., Ltd.* 台州市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: 1542)

REVISED FORM OF PROXY FOR 2021 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 27 OCTOBER 2021

I/We [(Note][1)] of (address) being the holder(s) of Domestic Shares/H Shares of Taizhou Water Group Co., Ltd. (台州市水務集團股份有限公司) (the “ Company* ”) [(Note][2)] hereby appoint the chairman of the meeting [(Note][3)] , or (name)

of (address)

as my/our proxy to attend the 2021 second extraordinary general meeting (the “ EGM ”) to be held at Conference Room, Taizhou Water Group Co., Ltd., No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC at 3:00 p.m. on Wednesday, 27 October 2021 or any of its adjourned meeting on my/our behalf, and to vote on the following resolutions as set out in the revised notice of EGM as hereunder indicated, or if no instruction is given, my/our proxy may vote at his/her own discretion. Unless the context otherwise requires, capitalised terms used in this form shall have the same meanings as defined in the circular dated 30 September 2021 (the “ Circular ”).

		Ordinary Resolutions (Note 4)	For _(Note _	5)	Against (Note 5)	Abstain (Note 5)	Abstain (Note 5)
1.	(a)	To approve and confirm the Huangyan Equity Transfer
		Agreement and the transactions contemplated
		thereunder; and
	(b)	to authorise any one or more Director(s) to do all such
		acts and things, to sign and execute all such documents
		(and to affix the common seal of the Company thereon, if
		necessary) as he/she/they may consider necessary,
		appropriate, desirable or expedient to give effect to or in
		connection with the Huangyan Equity Transfer
		Agreement and the transactions contemplated
		thereunder, and to make and agree to make such
		variations of the terms of the Huangyan Equity Transfer
		Agreement as he/she/they may in his/her/their
		discretion consider to be appropriate, necessary or
		desirable and in the interests of the Company and its
		shareholders as a whole.
2.	(a)	To approve and confirm the Second Supplemental 2019
		Huangyan Water Supply Framework Agreement, the
		Further Revised Huangyan Annual Cap and the
		transactions contemplated thereunder; and
	(b)	to authorise any one or more Director(s) to do all such
		acts and things, to sign and execute all such documents
		(and to affix the common seal of the Company thereon, if
		necessary) as he/she/they may consider necessary,
		appropriate, desirable or expedient to give effect to or in
		connection with the Second Supplemental 2019
		Huangyan Water Supply Framework Agreement and the
		transactions contemplated thereunder, and to make and
		agree to make such variations of the terms of the Second
		Supplemental 2019 Huangyan Water Supply Framework
		Agreement as he/she/they may in his/her/their
		discretion consider to be appropriate, necessary or
		desirable and in the interests of the Company and its
		shareholders as a whole.

		Ordinary Resolutions (Note 4)	For (Note 5)		Against (Note 5)	Abstain (Note 5)
	3.	(a) To approve and confirm the Supplemental 2019 Taizhou
		Luqiao Raw Water Supply Framework Agreement, the
		Revised Taizhou Luqiao Raw Water Annual Cap and the
		transactions contemplated thereunder; and
		(b) to authorise any one or more Director(s) to do all such
		acts and things, to sign and execute all such documents
		(and to affix the common seal of the Company thereon, if
		necessary) as he/she/they may consider necessary,
		appropriate, desirable or expedient to give effect to or in
		connection with the Supplemental 2019 Taizhou Luqiao
		Raw Water Supply Framework Agreement and the
		transactions contemplated thereunder, and to make and
		agree to make such variations of the terms of the
		Supplemental 2019 Taizhou Luqiao Raw Water Supply
		Framework Agreement as he/she/they may in
		his/her/their discretion consider to be appropriate,
		necessary or desirable and in the interests of the
		Company and its shareholders as a whole.
	4.	(a) To approve and confirm the 2021 Huangyan Water
		Supply Framework Agreement and the transactions
		contemplated thereunder; and
		(b) to authorise any one or more Director(s) to do all such
		acts and things, to sign and execute all such documents
		(and to affix the common seal of the Company thereon, if
		necessary) as he/she/they may consider necessary,
		appropriate, desirable or expedient to give effect to or in
		connection with the 2021 Huangyan Water Supply
		Framework Agreement and the transactions
		contemplated thereunder, and to make and agree to
		make such variations of the terms of the 2021 Huangyan
		Water Supply Framework Agreement as he/she/they
		may in his/her/their discretion consider to be
		appropriate, necessary or desirable and in the interests
		of the Company and its shareholders as a whole.
	5.	To consider and approve the appointment of Mr. Lin Yang as a
		non-executive Director.
	6.	To consider and approve the appointment of Mr. Huang Chun
		as an independent non-executive Director and authorise the
		Board to determine his remuneration.
	7.	To consider and approve the injection of capital to Taizhou
		Binhai Water Co., Ltd.* (台州市濱海水務有限公司).
	8.	To consider and approve the provision of guarantee by the
		Company to Taizhou City Water Co., Ltd.* (台州城市水務有限
		公司) for an amount up to RMB675 million.
	9.	To consider and approve the proposed application by the
		Company to the Bank of Ningbo Co., Ltd., Taizhou Branch for a
		credit facility not exceeding RMB300 million, and approve any
		executive Director to handle all relevant matters in relation to
		the banking credit facility.
	10.	To consider and approve the proposed application by the
		Company to SPDB Financial Leasing Co., Ltd. for a credit
		facility not exceeding RMB150 million, and approve any
		executive Director to handle all relevant matters in relation to
		the credit facility.
	11.	To authorise the Board and the management of the Company,
		generally and unconditionally, to approve and determine the
		applications of working capital facilities to banks and handle
		all the matters in relation thereto, subject to the conditions
		that: (i) the single working capital facility shall not exceed
		RMB500 million; and (ii) at the time of the relevant application,
		the aggregate amount of working capital facilities taken out by
		the Group in that financial year shall not exceed RMB2 billion.

	Special Resolution (Note 4) For (Note 5) Against (Note 5) Abstain (Note 5) 12. (a) To consider and approve the proposed issue of Bonds denominated in foreign currencies in an aggregate principal amount of not more than US$200 million (or equivalent foreign currency); and (b) to approve and generally and unconditionally authorise the Board or the executive Directors to handle all matters relating to the issue of the Bonds. Dated this day of 2021. Signature (Note 6): Notes:	Special Resolution (Note 4) For (Note 5) Against (Note 5) Abstain (Note 5) 12. (a) To consider and approve the proposed issue of Bonds denominated in foreign currencies in an aggregate principal amount of not more than US$200 million (or equivalent foreign currency); and (b) to approve and generally and unconditionally authorise the Board or the executive Directors to handle all matters relating to the issue of the Bonds. Dated this day of 2021. Signature (Note 6): Notes:	Special Resolution (Note 4) For (Note 5) Against (Note 5) Abstain (Note 5) 12. (a) To consider and approve the proposed issue of Bonds denominated in foreign currencies in an aggregate principal amount of not more than US$200 million (or equivalent foreign currency); and (b) to approve and generally and unconditionally authorise the Board or the executive Directors to handle all matters relating to the issue of the Bonds. Dated this day of 2021. Signature (Note 6): Notes:
	12. (a) To consider and approve the proposed issue of Bonds denominated in foreign currencies in an aggregate principal amount of not more than US$200 million (or equivalent foreign currency); and (b) to approve and generally and unconditionally authorise the Board or the executive Directors to handle all matters relating to the issue of the Bonds.
	Dated this Notes:	day	of 2021. Signature (Note 6):

1. Please fill in your full name and address as shown on the register of members of the Company in capital letters .

2. Please fill in the number of Shares registered under your name in respect of this revised proxy form. If the number of Shares is not filled, then this revised proxy form will be deemed to be related to all the Shares registered under your name.

3. If a person other than the chairman of the EGM is intended to be appointed as a proxy, please strike off the words “ the chairman of the meeting or ” and fill in the name and address of the person whom you intend to appoint in the blank space. A Shareholder who is eligible to attend and vote shall be entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf, such proxy needs not be a Shareholder. Any one of the joint Shareholders may sign this revised proxy form. If more than one of the joint Shareholders attend the meeting in person or by proxy, the vote cast by the most senior joint Shareholder, whether in person or by proxy, shall be accepted as the sole vote cast on behalf of the remaining joint Shareholders. For this purpose, the order of seniority shall be determined by the listing order of the names of the joint Shareholders appearing in the register of members of the Company.

4. Ordinary resolutions must be passed by more than half of the Shareholders (including proxies) who are holders (including proxies) of Shares with voting power and attending the EGM. Special resolution must be passed by more than two-thirds of the Shareholders (including proxies) who are holders (including proxies) of Shares with voting power and attending the EGM.

5. If you wish to vote for any resolution, please add a “a“ Abstain “✓” in the”. The abstention votes or abstention from voting will not be counted in the voting result when the votes of that item is countedbox denoted as “ Against ”; if you wish✓to” in the box denoted as “abstain from voting on For any”; if you wish to vote against any resolution, please addresolution, please add a “✓” in the box denoted as by the Company. If no instruction is given, the proxy may vote at his/her own discretion. Any amendment to each of the items on this revised proxy form shall be signed by the signatory to confirm.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised 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(s) or attorney duly authorised. If the instrument appointing a proxy is signed by a person duly authorised by the Shareholder, the powers of attorney or other instruments of authorisation shall be notarised.

7. This revised proxy form together with the power of attorney or other authorisation documents, if any, or such notarised power of attorney or authorisation documents must be delivered 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, Wan Chai, Hong Kong (for holders of H Shares), or the Company’s registered office in the PRC at No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRCmeeting(for(theholders“ Closing of Domestic Time ”).Shares) not later than 24 hours before the time appointed for the holding of the EGM or any adjourned

8. The proxy who attend the EGM on behalf of a Shareholder shall produce his/her own identity documents and the proxy signed by the appointer or legal representative of the appointer, and the proxy shall be dated to indicate of date of issuance. If the legal representative of a legal entity which is a Shareholder is appointed to attend the meeting, the legal representative shall produce his/her personal identity certification and a notarised certified copy of the resolution of the board of directors or other institution of authority of the legal entity appointing the legal representative or other certified true copies permitted by the Company.

9. After completion and return of this revised proxy form, you may still attend and vote at the EGM or any adjournment thereof in person if you so wish.

10. Shareholders who have lodged the proxy form despatched on 30 September 2021 (the “ First Proxy Form ”) with the Company prior to the date of the revised notice of EGM of the Company dated 11 October 2021 should note that:

11. (i) If no revised form of proxy is lodged with the H Share registrar of the Company (for the holders of H Shares) or the Company’s registered office in the PRC (for the holders of Domestic Shares) prior to the Closing Time, the First Proxy Form will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the Shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the EGM.

12. (ii) If the revised form of proxy is lodged with the H Share registrar of the Company (for the holders of H Shares) or the Company’s registered office in the PRC (for the holders of Domestic Shares) prior to the Closing Time, the revised form of proxy will revoke and supersede the relevant First Proxy Form previously lodged by him or her. The revised form of proxy will be treated as a valid form of proxy lodged by such Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

13. (iii) If the duly completed and signed revised form of proxy is lodged with the H Share registrar of the Company (for the holders of H Shares) or the Company’s registered office in the PRC (for the holders of Domestic Shares) after the Closing Time, the revised form of proxy will be invalid. However, it will revoke the First Proxy Form previously lodged by such Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the revised form of proxy) will not be counted in any poll which will be taken on any proposed resolution.

Accordingly, Shareholders are advised not to lodge the revised form of proxy after the Closing Time. In such case, if any Shareholder wishes to vote at the EGM, he or she will have to attend in person and vote at the relevant meeting himself or herself. Completion and return of the First Proxy Form and/or the revised form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should he or she so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the extraordinary general meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

* For identification purposes only