Taizhou Water : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CLOSURE OF REGISTER OF MEMBERS

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.

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND CLOSURE OF REGISTER OF MEMBERS

This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to reflect the change of name and relevant requirements of the local administration of industry and commerce and having considered the actual needs of Taizhou Water Group Co., Ltd. (the "Company"), the board (the "Board") of directors (the "Directors" and each, a "Director")" of the Company proposed to make certain amendments (the "Proposed Amendments") to the articles of association of the Company (the "Articles of Association"). Please refer to the Appendix to this announcement for details of the Proposed Amendments.

The Proposed Amendments are subject to approval by the shareholders of the Company (the "Shareholders") by way of special resolution at the extraordinary general meeting (the "EGM"), and the obtaining of any required approval or endorsement from, or registration with, the relevant regulatory authorities. Save for the Proposed Amendments, other sections and articles of the Articles of Association remain unchanged. Upon the approval from the Shareholders of the relevant special resolutions at the EGM, the Proposed Amendments will be filed with the relevant authorities. The Proposed Amendments will take effect on the date of approval at the EGM.

Special resolution will be proposed at the EGM scheduled to be held on Thursday, 24 September 2020 for the Shareholders to consider, and, if thought fit, to approve, among other things, the Proposed Amendments. A circular of the Company containing, among other things, detailed information of the Proposed Amendments and the notice of the EGM will be dispatched to the Shareholders in accordance with the requirements of the Listing Rules in due course.

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CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 24 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered.

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 Friday, 21 August 2020.

By order of the Board of Directors

Taizhou Water Group Co., Ltd.*

台州市水務集團股份有限公司

Yang Jun

Chairman and Executive Director

Taizhou, the PRC

7 August 2020

As at the date of this announcement, the executive Directors are Mr. Yang Jun and Mr. Zhang Junzhou; the non-executive Directors are Mr. Wang Haiping, Mr. Wang Haibo, Ms. Fang Ya, Mr. Yu Yangbin, Ms. Huang Yuyan, Mr. Yang Yide, Mr. Guo Dingwen and Mr. Sun Hua; and the independent non-executive Directors are Mr. Zheng Jianzhuang, Ms. Hou Meiwen, Mr. Li Wai Chung, Ms. Lin Suyan and Mr. Wang Yongyue.

• For identification purpose only

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APPENDIX

Details of the Proposed Amendments are as follows:

Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	Upon approval at the general meeting	Upon approval at the general meeting
8	of the Company by way of special	of the Company by way of special
	r e s o l u t i o n a n d a p p r o v a l b y t h e	r e s o l u t i o n a n d a p p r o v a l b y t h e
	relevant authorities in the PRC, the	relevant authorities in the PRC, the
	Articles of Association came into	Articles of Association came into
	effect from the date on which the	effect from the date on which the
	overseas listed foreign shares issued	overseas listed foreign shares issued
	by the Company were listed and	by the Company were listed and
	traded on The Stock Exchange of	traded on The Stock Exchange of
	Hong Kong Limited (the "Hong Kong	Hong Kong Limited (the "Hong Kong
	Stock Exchange") and replaced the	Stock Exchange") and replaced the
	original articles of association and	original articles of association and
	amendments thereof of the Company	amendments thereof of the Company
	registered and filed with the industry	registered and filed with the industry
	a n d c o m m e r c e a d m i n i s t r a t i o n	a n d c o m m e r c e a d m i n i s t r a t i o n
	authorities.	authorities.
	…	…
A r t i c l e	T h e C o m p a n y ' s b u s i n e s s s c o p e	The Company's business scope shall
12	shall be subject to such business	be subject to such business scope
	scope as approved by the competent	as approved by the registration
	administration for industry and	authority competent administration
	commerce.	for industry and commerce.
	…	…

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Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	D o m e s t i c s h a r e s i s s u e d b y t h e	D o m e s t i c s h a r e s i s s u e d b y t h e
17	C o m p a n y a r e r e t a i n e d u n d e r	C o m p a n y a r e r e t a i n e d u n d e r
	centralized depositary of the relevant	centralized depositary of the relevant
	securities depository institutions for	securities depository institutions for
	safe custody; whereas the H shares of	safe custody; whereas the H shares of
	the Company are retained as required	the Company are retained as required
	by the law of the place of listing under	by the law of the place of listing under
	the safe custody of entrusted Hong	the safe custody of entrusted Hong
	Kong securities clearing companies	Kong securities clearing companies
	and such shares may also be held in	and such shares may also be held in
	the personal names of Shareholders.	the personal names of Shareholders.
	…	…
		(The amendments to the Chinese
		version do not affect the English
		translation of this provision.)
A r t i c l e	Upon approval by the securities	Upon approval by the securities
19	regulatory authority of the State	regulatory authority of the State
	Council and the Hong Kong Stock	Council and the Hong Kong Stock
	E x c h a n g e , t h e t o t a l n u m b e r o f	E x c h a n g e , t h e t o t a l n u m b e r o f
	ordinary shares to be issued by the	ordinary shares to be issued by the
	Company is 50,000,000.	Company is 50,000,000.
	…	…
		(The amendments to the Chinese
		version do not affect the English
		translation of this provision.)
A r t i c l e	The registered capital of the Company	The registered capital of the Company
22	before the issuance of H shares was	before the issuance of H shares was
	RMB150 million. Upon completion	RMB150 million. Upon completion
	of the issuance of H shares, the	of the issuance of H shares, the
	registered capital of the Company is	registered capital of the Company is
	RMB200 million. The Company will	RMB200 million. The Company will
	perform relevant registration change	perform relevant registration change
	procedures with competent industrial	procedures with the registration
	a n d c o m m e r c i a l a d m i n i s t r a t i o n	authority competent industrial and
	department and report to the securities	commercial administration department
	regulatory authority of the State	and report to the securities regulatory
	Council for registration.	authority of the State Council for
		registration.

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Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	…	…
39
	If the Company cancels the shares	If the Company cancels the shares as
	as a result of share repurchase, it	a result of share repurchase, it shall
	shall apply for registration of the	apply for registration of the change
	change to the registered capital with	to the registered capital with the
	the administration of industry and	registration authority administration
	commerce. The aggregate par value of	o f i n d u s t r y a n d c o m m e r c e. T h e
	the cancelled shares shall be deducted	aggregate par value of the cancelled
	f r o m t h e C o m p a n y ' s r e g i s t e r e d	shares shall be deducted from the
	capital.	Company's registered capital.
A r t i c l e	t h e r i g h t t o o b t a i n r e l e v a n t	t h e r i g h t t o o b t a i n r e l e v a n t
59(5)	information in accordance with	information in accordance with
	laws, administrative regulations,	laws, administrative regulations,
	d e p a r t m e n t a l r u l e s , r e g u l a t o r y	d e p a r t m e n t a l r u l e s , r e g u l a t o r y
	d o c u m e n t s a n d r e s p e c t i v e	d o c u m e n t s a n d r e s p e c t i v e
	requirements of the stock exchange	requirements of the stock exchange
	and securities regulatory authority	and securities regulatory authority
	of the place where the Company's	of the place where the Company's
	shares are listed and provisions of the	shares are listed and provisions of the
	Articles of Association, including:	Articles of Association, including:
	…	…
	(7) a copy of the latest annual	(7) a copy of the latest annual
	inspection report (if applicable),	inspection report (if applicable),
	which shall be submitted to the	which shall be submitted to the
	State Administration for Industry	State Administration for Market
	and Commerce of the PRC or	R e g u l a t i o n I n d u s t r y a n d
	other authorities for inspection;	Commerce of the PRCor other
		authorities for inspection;
	…	…

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Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	…	…
71
	G e n e r a l M e e t i n g s s h a l l h a v e a	G e n e r a l M e e t i n g s s h a l l h a v e a
	meeting venue and will take place in	meeting venue and will take place in
	the form of an on-site meeting. When	the form of an on-site meeting. When
	technically feasible, the Company	technically feasibleIn circumstances
	may also provide other means to	permitted by relevant laws and
	attend a General Meeting such as	regulations and the listing rules of
	via the Internet in order to facilitate	the listing venue or the securities
	Shareholders' participation in the	regulatory authorities, the Company
	General Meeting, provided that doing	may also provide other means to
	so does not violate the laws and	attend a General Meeting such as
	regulations and the listing rules of the	via the Internet in order to facilitate
	listing venue. Shareholders attending	Shareholders' participation in the
	a General Meeting by the aforesaid	General Meeting, provided that
	means shall be deemed present at the	doing so does not violate the laws
	meeting.	and regulations and the listing rules
		of the listing venueas permitted or
		required by the securities regulatory
		authorities. Shareholders attending
		a General Meeting by the aforesaid
		means shall be deemed present at the
		meeting.
A r t i c l e	Where the Company convenes a	Where the Company convenes a
72	General Meeting, a written notice	General Meeting, a written notice
	shall be given twenty (20) days before	shall be given twenty (20) working
	the meeting to notify the Shareholders	days before the meeting to notify
	of the time and venue of the meeting	the Shareholders of the time and
	and matters to be deliberated. In the	venue of the meeting and matters
	event of an Extraordinary General	to be deliberated. In the event of
	Meeting, the notice shall be given to	an Extraordinary General Meeting,
	each Shareholder fifteen (15) days in	the notice shall be given to each
	advance. Where the Company issues	Shareholder ten (10) working days
	bearer share certificates, a public	or fifteen (15) days (whichever
	notice concerning the time, venue	is earlier) before the meeting	in
	and matters to be deliberated at the	advance. Where the Company issues
	meeting shall be made thirty (30) days	bearer share certificates, a public
	prior to the meeting.	notice concerning the time, venue
		and matters to be deliberated at the
		meeting shall be made thirty (30) days
		prior to the meeting.
	…
		…

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Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	A D i r e c t o r o r o t h e r s e n i o r	A D i r e c t o r o r o t h e r s e n i o r
142	management of the Company (other	management of the Company (other
	than the general manager and chief	than the general manager and chief
	accountant) may serve concurrently	accountant) may serve concurrently
	as the secretary to the Board, but	as the secretary to the Board, but
	they must ensure they have sufficient	they must ensure they have sufficient
	energy and time to undertake their	energy and time to undertake their
	duties as the secretary to the Board.	duties as the secretary to the Board.
	Any accountant of the accounting firm	Any accountant of the accounting firm
	engaged by the Company shall not act	engaged by the Company shall not act
	as the secretary to the Board.	as the secretary to the Board.
	…	…
A r t i c l e	Any amendment to the Articles of	Any amendment to the Articles of
215	Association, for those involving the	Association shall be effective from
	contents of the Mandatory Provisions,	the date on which it is considered
	shall be effective upon approval by	a n d a p p r o v e d b y t h e G e n e r a l
	the Company's approval department	Meeting. for those involving the
	authorized by the State Council and	contents of the Mandatory Provisions,
	the securities regulatory authority of	shall be effective upon approval by
	the State Council; for those subject to	the Company's approval department
	approval by the relevant regulatory	authorized by the State Council and
	authority, it shall be effective upon	the securities regulatory authority of
	approval by such authority; for those	the State Council; for those subject to
	involving the registration matters of	approval by the relevant regulatory
	the Company, the change registration	authority, it shall be effective upon
	shall be handled according to laws.	approval by such authority;For those
		subject to approval by competent
		authorities, it shall be reported to
		competent authorities for approval;
		for those involving the registration
		matters of the Company, the change
		registration shall be handled according
		to laws.

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Article	Currently in force	Proposed to be amended as
No.
A r t i c l e	The Articles of Association shall	(Deleted)
225	be effective from the date on which
	the H shares publicly issued by the
	Company and listed on the Hong
	Kong Stock Exchange for trading,
	which are considered and approved by
	the General Meeting.

Note: The Articles of Association is prepared in Chinese with no official English version. English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

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