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Luzhou Xinglu Water 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. 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) (I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (II) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS; (III) PROPOSED MERGER BY ABSORPTION OF WHOLLY-OWNED SUBSIDIARIES; AND (IV) NOTICE OF 2020 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 10:30 a.m. on Friday, 24 April 2020 is set out on pages 14 to 16 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, 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 the Company’s registered office in the PRC 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 10:30 a.m. on Thursday, 23 April 2020) 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. 10 March 2020 * For identification purposes only CONTENTS Page DEFINITIONS ................................................................ ii LETTER FROM THE BOARD ................................................... 1 APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ..... 8 APPENDIX II – PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS................................. 12 NOTICE OF THE EGM ......................................................... 14 – i – 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 2020 first 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 10:30 a.m. on Friday, 24 April 2020 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 “Jiangnan Water” Luzhou Xinglu Water Group Jiangnan Water Co., Ltd.* (瀘州市興 瀘水務集團江南水業有限公司), a wholly-owned subsidiary of the Company, mainly engaged in tap water production and sale “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time – ii – DEFINITIONS “Naxi Water” Luzhou Xinglu Water (Group) Naxi Water Co., Ltd.* (瀘州市興瀘 水務（集團）納溪水業有限公司), a wholly-owned subsidiary of the Company, mainly engaged in tap water production and sale “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 – iii – LETTER FROM THE BOARD 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: Registered office: Mr. ZHANG Qi (張岐先生) 16 Baizi Road Mr. LIAO Xingyue (廖星樾先生) Jiangyang District, Luzhou Mr. WANG Junhua (王君華先生) Sichuan Province PRC Non-executive Directors: Mr. CHEN Bing (陳兵先生) Principal place of business in Hong Kong: Ms. XU Yan (徐燕女士) 40th Floor, Sunlight Tower Mr. XIE Xin (謝欣先生) No. 248 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) 10 March 2020 To the Shareholders, Dear Sir/Madam, (I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (II) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS; (III) PROPOSED MERGER BY ABSORPTION OF WHOLLY-OWNED SUBSIDIARIES; AND (IV) NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING – 1 – LETTER FROM THE BOARD INTRODUCTION Reference is made to the Company’s announcement dated 23 December 2019 in relation to the proposed amendments to the Articles of Association. 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 resolutions to be proposed at the EGM as set out below. At the EGM, special resolutions will be proposed to consider and approve (i) the proposed amendments to the Articles of Association, and (ii) the proposed merger by absorption of wholly-owned subsidiaries; and an ordinary resolution will be proposed to consider and approve the proposed amendments to the rules of procedures for the general meetings. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION In order to enhance the corporate governance and to improve the operation efficiency of the Company, the proposed amendments to the Articles of Association were made in accordance with the Listing Rules, the Company Law of the People’s Republic of China 《中華人民共和國公司法》( ), the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (Zheng Wei Fa [1994] No. 21) 《到境外上( 市公司章程必備條款》(證委發[1994]21號)), the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders’ Meetings by Overseas Listed Companies (Guo Han [2019] No. 97) 《國務院關於調整使用在境外上市公( 司召開股東大會通知期限等事項規定的批覆》(國函[2019]97號)) and other documents. A special resolution will be proposed at the EGM to consider and, if thought fit, approve the proposed amendments to the Articles of Association, the details of which are set out in the appendix I to this circular. The proposed amendments to the Articles of Association will become effective upon approval by the Shareholders at the EGM. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS According to the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders’ Meetings by Overseas Listed Companies (Guo Han [2019] No. 97) 《國務院關於調整使用在境外上市公司召開股東大會通知期( 限等事項規定的批覆》(國函[2019]97號)) and in line with the proposed amendments to the Articles of Association, the Company has proposed certain amendments to the current rules of procedures for the general meetings. An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the proposed amendments to the rules of procedures for the general meetings, the details of which are set out in the appendix II to this circular. The proposed amendments to the rules of procedures for the general meetings will become effective upon approval by the Shareholders at the EGM. – 2 – LETTER FROM THE BOARD PROPOSED MERGER BY ABSORPTION OF WHOLLY-OWNED SUBSIDIARIES The Company proposes to merge with Jiangnan Water and Naxi Water, its wholly-owned subsidiaries, by absorption to improve the management and development of the Company by optimizing and integrating the Company’s existing water supply business, which is in line with the Company’s strategy for growth. Upon completion of the merger by absorption, the Company (as the merging party) shall remain subsisting, and the independent legal person status of Jiangnan Water and Naxi Water (together as the merged parties) shall be deregistered, and all the assets, liabilities, businesses and personnel of Jiangnan Water and Naxi Water shall be succeeded by the Company.
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