Taizhou Water Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jun 27, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Taizhou Water Group Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy 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.

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)

(1) PROPOSED APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR THE YEAR ENDING 31 DECEMBER 2025; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM of the Company 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 Friday, 18 July 2025 is set out on pages 7 to 9 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in respect of holders of H Shares), or to the Company's registered office in the PRC at No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC (in respect of holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM (i.e. before 3:00 p.m. on Thursday, 17 July 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

• For identification purposes only

27 June 2025

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CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 3

I. Introduction 4
II. Proposed appointment of international and domestic auditors for the year ending 31 December 2025 4
III. EGM 5
IV. Voting by poll 6
V. Recommendation 6
VI. Responsibility statement 6

NOTICE OF EGM 7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"
the annual general meeting of the Company for the year ended 31 December 2024 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 Friday, 27 June 2025 or any adjournment thereof

"Articles of Association"
the articles of association of the Company, as amended from time to time

"Audit Committee"
the audit committee of the Board

"Board" or "Board of Directors"
the board of directors of the Company

"Chairman"
the chairman of the Board of Directors of the Company

"China" or "PRC"
the People's Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Company"
Taizhou Water Group Co., Ltd.* (台州市水務集團股份有限公司), a joint stock company established in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1542)

"Director(s)"
the director(s) of the Company

"Domestic Share(s)"
issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB

"EGM"
the 2025 second extraordinary general meeting of the Company 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 Friday, 18 July 2025

"Group", "we" or "our"
the Company and its subsidiaries

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DEFINITIONS

"H Share(s)"
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and traded in HKD

"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

"Notice of EGM"
the notice convening the EGM set out on pages 7 to 9 of this circular

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
the Domestic Share(s) and/or the H Share(s)

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"subsidiary/(ies)"
has the meaning ascribed to it under the Listing Rules

"%"
per cent

• For identification purposes only
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LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Yang Jun (Chairman)

Mr. Pan Gang

Non-executive Directors:

Mr. Lin Genman

Ms. Fang Ya

Mr. Yu Yangbin

Mr. Yang Yide

Mr. Lin Yang

Mr. Shao Aiping

Ms. Ying Nan

Mr. Ye Xiaofeng

Independent Non-executive Directors:

Mr. Huang Chun

Ms. Lin Suyan

Ms. Hou Meiwen

Mr. Li Wai Chung

Mr. Wang Yongyue

Registered Office and Principal Place of

Business in the PRC:

No. 308 Yin Quan Road

Xicheng Street

Huangyan District

Taizhou, Zhejiang Province

PRC

Principal Place of Business in Hong Kong:

19/F., Golden Centre

188 Des Voeux Road Central

Hong Kong

27 June 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF INTERNATIONAL AND DOMESTIC

AUDITORS FOR THE YEAR ENDING 31 DECEMBER 2025; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

• For identification purpose only

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LETTER FROM THE BOARD

I. INTRODUCTION

References are made to the announcements of the Company dated 13 June 2025 and 27 June 2025 (the "Announcements") in relation to, among others, (1) the delay in proposed appointment of auditors; (2) the proposed re-appointment of Ernst & Young ("EY") as the international auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration; and (3) the proposed appointment of Grant Thornton International Ltd. (致同會計師事務所) ("GTIL") as the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.

The purpose of this circular is to give you the notice of the EGM and to provide you with information regarding the resolutions to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against the resolutions at the EGM.

II. PROPOSED APPOINTMENT OF INTERNATIONAL AND DOMESTIC AUDITORS FOR THE YEAR ENDING 31 DECEMBER 2025

The terms of office of Pan-China Certified Public Accountants LLP (天健會計師事務所(特殊普通合夥)), the domestic auditor ("Pan-China") for the year ended 31 December 2024, and EY, the international auditor of the Company for the year ended 31 December 2024, have expired immediately following the conclusion of the AGM.

As advised by the PRC legal advisers of the Company and as disclosed in the Announcements, the Company shall comply with the supplier selection and supplier independence requirements in accordance with the relevant PRC Laws (including the Bidding Law of the People's Republic of China (《中華人民共和國招標投標法》) and the Regulation on the Implementation of the Bidding Law of the People's Republic of China (《中華人民共和國招標投標法實施條例》)) and the Company's internal Procurement and Materials Management Policy (採購和物資管理制度). Therefore, the Company initiated a public tender process for the appointment of its domestic and international auditors on 16 May 2025 (the "First Bid").

As Pan-China has served the Company consecutively for ten years, in accordance with the Notice on the Issuance of the "Administrative Measures for the Selection and Appointment of Accounting Firms by State-Owned Enterprises and Listed Companies" (關於印發《國有企業、上市公司選聘會計師事務所管理辦法》的通知) jointly issued by the Ministry of Finance of the PRC (中國財政部), the State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會), and the China Securities Regulatory Commission (中國證監會) on 20 February 2023, the duration of cooperation between Pan-China and the Company has reached the maximum permissible term of ten (10) years. Consequently, Pan-China could not and did not participate in the First Bid. Pan-China has confirmed that there are no matters in relation to the end of the term that need to be brought to the attention of the Shareholders. The Board and the Audit Committee have also confirmed that there are no disagreement between the Company and Pan-China, and there are no other matter in respect of its end of term that need to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

The tender process for the role of the domestic auditor of the Company at the First Bid was succeeded, with GTIL awarded the bid.

As disclosed in the Announcements, followed by the Unforeseeable Failed Tender, the Company initiated the New Bid on 9 June 2025. Based on the result of the New Bid, EY was awarded the bid.

Based on the results of the First Bid and the New Bid and with the approval of the Audit Committee, the Board resolved on 27 June 2025 to propose the appointment of GTIL as the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and the re-appointment of EY as the international auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and the authorization to the Board to fix their respective remunerations. These resolutions are subject to the consideration and approval by the Shareholders at the EGM as ordinary resolutions.

The Audit Committee has considered various factors when evaluating the appointment of GTIL and the re-appointment of EY as the domestic and international auditors of the Company, including but not limited to (i) their audit work plans for the year ending 31 December 2025; (ii) their organizational structure and performance metrics; (iii) their integrity, independence and objectivity; (iv) their proposed audit fees; and (v) their qualifications and expertise. Based on the above, the Board and the Audit Committee have evaluated and are of the view that: (i) each of GTIL and EY is independent, qualified, and suitable to serve as the domestic and international auditors of the Company; (ii) given the Group's size, structure and business complexity, the audit fees agreed upon with each of GTIL and EY are deemed to be fair, reasonable and consistent with prevailing market standards; and (iii) the appointment of each of GTIL and EY may ensure audit quality, and complies with the interests of the Company and the Shareholders as a whole.

The Board is not aware of any matters in relation to the proposed change of auditors that need to be brought to the attention of the Shareholders.

III. EGM

The form of proxy and the reply slip of the EGM are enclosed herewith.

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 15 July 2025 to Friday, 18 July 2025 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible for attending the EGM, all completed transfer forms accomplished by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Monday, 14 July 2025. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in

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LETTER FROM THE BOARD

respect of holders of H Shares), or to the Company's registered office in the PRC at No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC (in respect of holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM (i.e. before 3:00 p.m. on Thursday, 17 July 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. If you intend to attend the EGM in person or by proxy, you are required to complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (in respect of holders of H Shares) and the Company's registered office in the PRC (in respect of holders of Domestic Shares) on or before Friday, 11 July 2025.

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, voting by any Shareholders at a general meeting shall be by way of poll, except where the chairman of the general meeting, 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 chairman of the general meeting shall require each of the resolutions proposed at the EGM to be voted by way of poll according to the Articles of Association.

During voting by way of poll, each Shareholder who attends in person or by proxy (or if the Shareholder is a company, then its officially authorised representative) may have one vote for each Share recorded under his/her/its name as set out in the register of members of the Company. The Company will announce the poll results after the EGM in the manner as stipulated under Rule 13.39(5) of the Listing Rules.

V. RECOMMENDATION

The Directors consider that all resolutions set out in the Notice of EGM for consideration and approval by Shareholders are in the interests of our Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the Notice of EGM.

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 in this circular or this circular misleading.

By order of the Board

Taizhou Water Group Co., Ltd.*

YANG Jun

Chairman

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NOTICE OF EGM

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)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Taizhou Water Group Co., Ltd.* (台州市水務集團股份有限公司) (the "Company") will 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 Friday, 18 July 2025 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Company. Unless otherwise stated, capitalised terms used in this notice shall have the same meanings as defined in the circular of the Company dated 27 June 2025.

ORDINARY RESOLUTIONS

1. To consider and approve the re-appointment of Ernst & Young as the international auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration; and
2. To consider and approve the appointment of Grant Thornton International Ltd. as the domestic auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.

By order of the Board

Taizhou Water Group Co., Ltd.*

YANG Jun

Chairman

Taizhou, the PRC

27 June 2025

• For identification purpose only

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NOTICE OF EGM

Notes:

1. For details of the resolutions to be approved in this EGM, please refer to the circular.

2. The register of members of the Company will be closed from Tuesday, 15 July 2025 to Friday, 18 July 2025 (both days inclusive), during which period no transfer of shares of the Company (the “Shares”) will be effected. In order to be qualified to attend and vote at the EGM, all transfers 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, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 14 July 2025.

3. Shareholders of the Company (the “Shareholders”) who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalf. A proxy needs not be a Shareholder.

4. Shareholder shall entrust a proxy by a written form of proxy which shall be signed by such Shareholder or an agent entrusted by such Shareholder under the hand of a Shareholder in writing. If the Shareholder is a legal person, the power of attorney shall be affixed with its official seal or signed by its director or an agent or other personnel officially entrusted thereby. Such power of attorney shall specify the number of Shares held by the Shareholder represented by each proxy.

5. In order to be valid, the form of proxy must be deposited, for the holders of H Shares, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or, for the holders of Domestic Shares, to the Company’s registered office in the PRC, not less than 24 hours prior to the commencement of the EGM (i.e. before 3:00 p.m. on Thursday, 17 July 2025). If the proxy form is signed by a person authorised by the Shareholder, the power of attorney or other authorisation documents shall be notarised. 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.

6. Shareholders shall show their identity papers when attending the EGM. A proxy, who is on behalf of a Shareholder, shall show his/her identity paper, proxy form and a copy of identity paper of the Shareholder.

7. Corporate Shareholder shall appoint its legal representative or authorised representative to attend the EGM. Such person shall show his/her identity paper and a copy of corporate’s business certificate affixed with its official seal. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall show his/her identity paper, the original document of power of attorney issued by the such legal person and a copy of corporate’s business certificate affixed with its official seal (except for a clearing house or its proxy).

8. Shareholders who intend to attend the EGM should complete and return the reply slip in writing by hand or by post to the H Share registrar of the Company, namely 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 registered office of the Company in the PRC (for holders of Domestic Shares) on or before Friday, 11 July 2025.

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NOTICE OF EGM

1. The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses.

2. The name and address of the Company's H Share registrar in Hong Kong is as follows:

Computershare Hong Kong Investor Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong

1. The registered office of the Company in the PRC is as follows:

No. 308 Yin Quan Road
Xicheng Street
Huangyan District
Taizhou, Zhejiang Province
PRC

1. If more than one of joint Shareholders attend the meeting, whether in person or by proxy, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholders and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

As at the date of this notice, the executive Directors are Mr. Yang Jun and Mr. Pan Gang; the non-executive Directors are Mr. Lin Genman, Ms. Fang Ya, Mr. Yu Yangbin, Mr. Yang Yide, Mr. Lin Yang, Mr. Shao Aiping, Ms. Ying Nan and Mr. Ye Xiaofeng; and the independent non-executive Directors are Mr. Huang Chun, Ms. Hou Meiwen, Mr. Li Wai Chung, Ms. Lin Suyan and Mr. Wang Yongyue.

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