Kunming Dianchi Water Treatment : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Kunming Dianchi Water Treatment Co., Ltd.

昆明滇池水務股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3768)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
   The board (the "Board") of directors (the "Directors") of Kunming Dianchi Water Treatment Co., Ltd. (the "Company") announces that due to the change of the company name of one of the promoter shareholders of the Company, according to relevant requirements of the Company Law and other relevant laws and regulations and the articles of association of the Company (the "Articles of Association"), the Board proposed to make the following amendments to relevant articles of the Articles of Association:

- 1 -

Before amendments	After amendments
Article 1 Kunming Dianchi Water Treatment	Article 1 Kunming Dianchi Water Treatment
Co., Ltd. (the "Company") is a joint stock	Co., Ltd. (the "Company") is a joint stock
limited company incorporated in accordance	limited company incorporated in accordance
with the "Company Law of the People's	with the "Company Law of the People's
Republic of China" (the "Company Law")	Republic of China" (the "Company Law")
(the " PRC "), the Securities Law of the	(the " PRC "), the Securities Law of the
PRC (the "Securities Law"), the "Special	PRC (the "Securities Law"), the "Special
Regulations of the State Council on the	Regulations of the State Council on the
Overseas Offering and Listing of Shares by	Overseas Offering and Listing of Shares by
Joint Stock Limited Companies" (the "Special	Joint Stock Limited Companies" (the "Special
Regulations"), the Mandatory Provisions for	Regulations"), the Mandatory Provisions for
Articles of Association of Companies to be	Articles of Association of Companies to be
Listed Overseas, the Letter of the Opinion on	Listed Overseas, the Letter of the Opinion on
the Supplemental Amendments to the Articles	the Supplemental Amendments to the Articles
of Association of Companies to be Listed in	of Association of Companies to be Listed in
Hong Kong, the Rules Governing the Listing	Hong Kong, the Rules Governing the Listing
of Securities on the Stock Exchange of Hong	of Securities on the Stock Exchange of Hong
Kong Limited (the "Main Board Listing	Kong Limited (the "Main Board Listing
Rules"), and other relevant national laws and	Rules"), and other relevant national laws and
administrative regulations.	administrative regulations.
Pursuant to the approval of the State-owned	Pursuant to the approval of the State-owned
Assets Supervision and Administration	Assets Supervision and Administration
Commission of the government of Kunming	Commission of the government of Kunming
City, the Company was established by way	City, the Company was established by way
of promotion on 22 December 2010 and was	of promotion on 22 December 2010 and was
registered with the Administration for Industry	registered with the Administration for Industry
and Commerce of Kunming City on 23	and Commerce of Kunming City on 23
December 2010 to obtain its business license.	December 2010 to obtain its business license.
The number of the business license of the	The number of the business license of the
Company is 91530100568810129D.	Company is 91530100568810129D.
The Company is a joint stock limited company	The Company is a joint stock limited company
established by Kunming Dianchi Investment	established by Kunming Dianchi Investment
Co. Ltd.*, Kunming Development Investment	Co. Ltd.*, Kunming Development Investment
G r o u p C o . L t d . * , K u n m i n g I n d u s t r i a l	G r o u p C o . L t d . * , K u n m i n g I n d u s t r i a l
Development and Investment Co . Ltd . *,	Development and Investment Co . Ltd . *,
Kunming State-owned Assets Management and	Kunming State-owned Assets Management and
Operations Co. Ltd.*, Kunming Xindu Real	Operations Co. Ltd.*, Kunming Xindu Real
Estate Co. Ltd.* as its promoters.	Estate Co. Ltd.*Kunming Xinzhi Investment
	Development Co., Ltd.* as its promoters.

- 2 -

Before amendments

After amendments

Article 20 The Company issued 360 million

Article 20 The Company issued 360 million

ordinary shares to its promoters upon its

ordinary shares to its promoters upon its

establishment. All these shares were subscribed

establishment. All these shares were subscribed

for and paid up by promoters of the Company

for and paid up by promoters of the Company

in agreed capital contribution method before

in agreed capital contribution method before

28 December 2012. Shareholding of promoters

28 December 2012. Shareholding of promoters

of the Company upon its establishment sets out

of the Company upon its establishment sets out

as follows:

as follows:

Number

Number

No.

Promoter

of shares

Shareholding

No.

Promoter

of shares

Shareholding

(ten thousand)

(%)

(ten thousand)

(%)

1.

K u n m i n g D i a n c h i

34,494.30

95.82

1.

K u n m i n g D i a n c h i

34,494.30

95.82

Investment Co. Ltd.

Investment Co. Ltd.

2.

Kunming Development

1,095.00

3.04

2.

Kunming Development

1,095.00

3.04

Investment Group Co.

Investment Group Co.

Ltd.

Ltd.

3.

Kunming Industrial

136.90

0.38

3.

Kunming Industrial

136.90

0.38

D e v e l o p m e n t a n d

D e v e l o p m e n t a n d

Investment Co. Ltd.

Investment Co. Ltd.

4.

Kunming State-owned

136.90

0.38

4.

Kunming State-owned

136.90

0.38

Assets Management and

Assets Management and

Operations Co. Ltd.

Operations Co. Ltd.

5.

Kunming Xindu Real

136.90

0.38

5.

Kunming Xindu Real

136.90

0.38

Estate Co. Ltd.

Estate Co. Ltd.Kunming

Xinzhi Investment

Total

36,000

100

Development Co., Ltd.

Total

36,000

100

- 3 -

Before amendments

After amendments

Based on a total of 360,000,000 shares of the

Based on a total of 360,000,000 shares of the

Company as at 31 December 2014, bonus

Company as at 31 December 2014, bonus

shares of 360,000,000 in total were issued to

shares of 360,000,000 in total were issued to

all shareholders by transfer of capital reserve

all shareholders by transfer of capital reserve

on the basis of 10 shares for 10 shares. Upon

on the basis of 10 shares for 10 shares. Upon

completion of the transfer, total share capital

completion of the transfer, total share capital

of the Company was increased to 720,000,000

of the Company was increased to 720,000,000

shares.

shares.

Number of shares held by and shareholding

Number of shares held by and shareholding

of each shareholder upon completion of the

of each shareholder upon completion of the

transfer are as follows:

transfer are as follows:

Number

Number

No.

Promoter

of shares

Shareholding

No.

Promoter

of shares

Shareholding

(ten thousand)

(%)

(ten thousand)

(%)

1.

K u n m i n g D i a n c h i

68,988.60

95.82

1.

K u n m i n g D i a n c h i

68,988.60

95.82

Investment Co. Ltd.

Investment Co. Ltd.

2.

Kunming Development

2,190.00

3.04

2.

Kunming Development

2,190.00

3.04

Investment Group Co.

Investment Group Co.

Ltd.

Ltd.

3.

Kunming Industrial

273.80

0.38

3.

Kunming Industrial

273.80

0.38

D e v e l o p m e n t a n d

D e v e l o p m e n t a n d

Investment Co. Ltd.

Investment Co. Ltd.

4.

Kunming State-owned

273.80

0.38

4.

Kunming State-owned

273.80

0.38

Assets Management and

Assets Management and

Operations Co. Ltd.

Operations Co. Ltd.

5.

Kunming Xindu Real

273.80

0.38

5.

Kunming Xindu Real

273.80

0.38

Estate Co. Ltd.

Estate Co. Ltd.Kunming

Xinzhi Investment

Total

72,000

100

Development Co., Ltd.

Total

72,000

100

- 4 -

Before amendments	After amendments
Article 21 Upon the approval from the	Article 21 Upon the approval from the
competent authority of securities of the	competent authority of securities of the
State Council, the Company may issue not	State Council, the Company may issue not
more than 354,626,000 H shares. Pursuant to	more than 354,626,000 H shares. Pursuant to
the Provisional Administrative Measure on	the Provisional Administrative Measure on
Reduction of State-owned Shares to Raise	Reduction of State-owned Shares to Raise
Social Security Fund 《( 減 持 國 有 股 籌 集 社	Social Security Fund 《( 減 持 國 有 股 籌 集 社
會 保 障 資 金 管 理 暫 行 辦 法》) and relevant	會 保 障 資 金 管 理 暫 行 辦 法》) and relevant
requirements of the State Council, the state-	requirements of the State Council, the state-
owned Shareholders of the Company will	owned Shareholders of the Company will
transfer not more than 35,462,600 state-owned	transfer not more than 35,462,600 state-owned
shares held by it to the National Council for	shares held by it to the National Council for
Social Security Fund of the PRC while issuing	Social Security Fund of the PRC while issuing
overseas-listedforeign-invested shares.	overseas-listedforeign-invested shares.
A s a t 12 M a y 2017, s u b s e q u e n t t o t h e	A s a t 12 M a y 2017, s u b s e q u e n t t o t h e
completion of the above issuance by the	completion of the above issuance by the
Company through exercise of over-allotment	Company through exercise of over-allotment
option, the original shares transferred by five	option, the original shares transferred by five
state-owned shareholders including Kunming	state-owned shareholders including Kunming
Dianchi Investment Co., Ltd. etc. to the	Dianchi Investment Co., Ltd. etc. to the
National Council for Social Security Fund of	National Council for Social Security Fund of
the PRC were converted into H shares, the	the PRC were converted into H shares, the
Company exercised the over-allotment option	Company exercised the over-allotment option
and issued 340,023,000 H shares, and the	and issued 340,023,000 H shares, and the
shareholding structure of the Company was as	shareholding structure of the Company was as
follows:	follows:

- 5 -

	Before amendments				After amendments
			Number						Number
No.	Promoter		of shares	Shareholding	No.	Promoter		of shares	Shareholding
		(ten thousand)	(%)				(ten thousand)	(%)
1.	K u n m i n g D i a n c h i	660,266,893		64.17	1.	K u n m i n g D i a n c h i	660,266,893		64.17
	Investment Co. Ltd.							Investment Co. Ltd.
2.	Kunming Development	20,959,760		2.04	2.	Kunming Development	20,959,760		2.04
	Investment Group Co.							Investment Group Co.
	Ltd.							Ltd.
3.	Kunming Industrial	2,620,449		0.25	3.	Kunming Industrial	2,620,449		0.25
	D e v e l o p m e n t a n d							D e v e l o p m e n t a n d
	Investment Co. Ltd.							Investment Co. Ltd.
4.	Kunming State-owned	2,620,449		0.25	4.	Kunming State-owned	2,620,449		0.25
	Assets Management and							Assets Management and
	Operations Co. Ltd.							Operations Co. Ltd.
5.	Kunming Xindu Real	2,620,449		0.25	5.	Kunming Xindu Real	2,620,449		0.25
	Estate Co. Ltd.							Estate Co. Ltd.Kunming
6.	Public float	340,023,000		33.04		Xinzhi Investment
								Development Co., Ltd.
Total		1,029,111,000		100	6.	Public float	340,023,000		33.04
							Total		1,029,111,000		100

Note: The proposed amendments above are prepared in Chinese. In the event of any discrepancy between the Chinese and the English version of the Articles of Association, the Chinese version shall prevail.

Save for the proposed amendments above, the contents of other chapters and articles of the Articles of Association remain unchanged.

- 6 -

1. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS
   According to the requirements of relevant laws and regulations and the Articles of Association, and based on the actual situation of the Company, the Board proposed to make the following amendments to certain content of the Rules of Procedures of the Board of Directors of the Company (the "Rules of Procedures of the Board of Directors"):

	Before amendments		After amendments
Article 5 The chairman of the board of	Article 5 The chairman of the board of
directors shall hold a meeting with the non-	directors shall hold a meeting with the
executive directors (including independent	i n d e p e n d e n t n o n - e x e c u t i v e d i r e c t o r s
non-executive directors) without the presence	(including independent non - executive
of the executive directors at least once a year.	directors)without the presence of the
		executiveother directors at least once a year.
Article 8 An extraordinary board meeting	Article 8 An extraordinary board meeting
shall be convened within ten days in any of the	shall be convened within tenfive days in any
following cases:	of the following cases:
(1)	w h e n p r o p o s e d b y s h a r e h o l d e r s	(1)	w h e n p r o p o s e d b y s h a r e h o l d e r s
	representing more than one tenth of the		representing more than one tenth of the
	voting rights;		voting rights;
(2)	when jointly proposed by more than one	(2)	when jointly proposed by more than one
	third of the directors;		third of the directors;
(3)	w h e n p r o p o s e d b y t h e b o a r d o f	(3)	when proposed by the chairman of the
	supervisors;		board of directors;
(4)	when deemed necessary by the chairman	(4)	when proposed by more than two
	of the board of directors;		independent directors;
(5)	when proposed by more than half of the	(35)	w h e n p r o p o s e d b y t h e b o a r d	o f
	independent directors;		supervisors;
(6)	when proposed by the general manager;	(4)	w h e n d e e m e d n e c e s s a r y b y	t h e
			chairman of the board of directors;
(7)	w h e n r e q u i r e d b y t h e s e c u r i t i e s
	regulatory authorities;	(5)	when proposed by more than half of
			the independent directors;

1. in other cases as provided in the Articles

of Association.	(6)	when proposed to be convened by the
		general manager;
	(7)	w h e n r e q u i r e d b y t h e s e c u r i t i e s
		regulatory authorities;
	(8)	in other cases as provided in the Articles
		of Association.

- 7 -

Before amendments	After amendments
A r t i c l e 1 2 T o c o n v e n e r e g u l a r a n d	A r t i c l e 12 T o c o n v e n e r e g u l a r a n d
extraordinary board meetings, the secretary	extraordinary board meetings, the secretary
of the board of directors shall give at least	of the board of directors shall give at least
14 d a y s ' n o t i c e a n d r e a s o n a b l e n o t i c e ,	14 days' notice and reasonable notice,
respectively, to all directors, supervisors and	respectively,The secretary of the board of
the general manager by hand, fax, e-mail or	directors shall, 14 day before convening
other means.	the regular board meeting, and before
	convening the extraordinary board meeting,
	give reasonable notice of meeting to all
	directors, supervisors and the general manager
	by hand, fax, express mail service, e-mail or
	other means.
Notices that are not served by hand shall be	Notices that are not served by hand shall be
confirmed by telephone and record should be	confirmed by telephone and record should be
made accordingly.	made accordingly.
Where an extraordinary board meeting	Where an extraordinary board meeting
needs to be convened in emergency, the	needs to be convened in emergency, the
notice of meeting may be sent by telephone,	notice of meeting may be sent by telephone,
fax or e-mail, but the convener shall make	fax or e-mail, but the convener shall make
explanations at the meeting.	explanations at the meeting.
Article 48 If more than half of the directors	Article 48 If more than halfone fourth of the
p r e s e n t a t t h e m e e t i n g o r t w o o r m o r e	directors present at the meeting or two or more
independent directors consider that they are	independent directors consider that they are
unable to make a judgment on relevant matter	unable to make a judgment on relevant matter
as the proposal is unclear or not specific,	as the proposal is unclear or not specific,
or due to other reasons such as inadequate	or due to other reasons such as inadequate
meeting materials, the meeting presider shall	meeting materials, the meeting presider shall
ask for suspension of voting on such matter at	ask for suspension of voting on such matter at
the meeting.	the meeting.

Note: The proposed amendments above are prepared in Chinese. In the event of any discrepancy between the Chinese and the English version of the Rules of Procedures of the Board of Directors, the Chinese version shall prevail.

- 8 -

Save for the proposed amendments above, the contents of other chapters and articles of the Rules of Procedures of the Board of Directors remain unchanged.

The proposed amendments to the Articles of Association and the Rules of Procedures of the Board of Directors have been considered and approved by the Board of the Company and separate resolutions will be proposed at the forthcoming general meeting of the Company for consideration and approval by the shareholders (the "Shareholders") of the Company. The proposed amendments to the Articles of Association and the Rules of Procedures of the Board of Directors are subject to the approval by the Shareholders by way of special resolutions at the 2020 annual general meeting to be held by the Company.

By order of the Board

Kunming Dianchi Water Treatment Co., Ltd.

Guo Yumei

Chairperson

Kunming, the PRC, 28 April 2021

As of the date of this announcement, the Board comprises Ms. Guo Yumei, Mr. Chen Changyong and Mr. Luo Yun, as executive Directors; Ms. Song Hong, Ms. Ren Na and Ms. Yu Yanbo, as non-executive Directors; and Mr. Yin Xiaobing, Mr. He Xifeng and Mr. Johnson Wan, as independent non-executive Directors.

• For identification purpose only

- 9 -