Luzhou Xinglu Water : NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

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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 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the "EGM") of Luzhou Xinglu Water (Group) Co., Ltd.* (the "Company") will be held at 10:30 a.m. on Friday, 24 April 2020 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 resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the proposed amendments to the articles of association of the Company;
2. To consider and approve the proposed merger by absorption of 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);
3. To consider and approve the proposed merger by absorption of 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); and

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ORDINARY RESOLUTION

4. To consider and approve the proposed amendments to the rules of procedures for the general meetings of the Company.

By order of the Board

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

Zhang Qi

Chairman

Luzhou, Sichuan Province, the PRC

10 March 2020

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, 25 March 2020 to Friday, 24 April 2020 (both dates inclusive) during which period registration for transfer of shares of the Company (the "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 Tuesday, 24 March 2020.
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 of directors of the Company (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, 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 10:30 a.m. on Thursday, 23 April 2020) 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 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 Saturday, 4 April 2020.
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: [phone]
   Fax: [phone]
3. 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: [phone]
   Fax: [phone]
4. 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, and this notice shall be deemed to have served all such joint registered Shareholders.
5. 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, 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.

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