Luzhou Xinglu Water : (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

March 10, 2020 at 05:24 am EDT

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
1. PROPOSED AMENDMENTS TO

THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS;

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,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
1. PROPOSED AMENDMENTS TO

THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS;

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.

The merger by absorption is subject to the approval of the Shareholders at the EGM in accordance with the Articles of Association. A special resolution will be proposed at the EGM to consider and, if thought fit, approve the proposed merger by absorption of the above two wholly-owned subsidiaries.

Basic Information on the Parties

Basic information on the merging party

Name of company	:	Luzhou Xinglu Water (Group) Co., Ltd.* (瀘州市興瀘水務（集團）股
		份有限公司)
Unified social credit code	:	91510500204702995Y
Business nature	:	joint stock limited company (listed, state-controlled)
Legal representative	:	Zhang Qi (張岐)
Registered capital	:	RMB859.71 million
Date of incorporation	:	31 July 2002
Address	:	No. 16 Baizi Road, Jiangyang District, Luzhou City, Sichuan
		Province, the PRC
Scope of business	:	centralized water supply; municipal public works construction general
		contracting Level III; geological exploration technical services;
		cleaning services; technical promotion services; sale of hardware,
		transportation equipment and electrical equipment, and chemical
		products; owned house rental; water quality test and examination
		(limited to branch operation). (Projects that must be approved
		according to law can only be operated after approval by relevant
		departments)
		- 3 -

LETTER FROM THE BOARD

As at 30 June 2019, the Company's total consolidated assets amounted to approximately RMB4,993.00 million, its total consolidated liabilities amounted to approximately RMB2,963.57 million, and the consolidated equity attributable to owners of the Company amounted to approximately RMB1,922.26 million.

Basic information on the merged parties

A.	Jiangnan Water
	Name of company	:	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)
	Unified social credit code	:	91510500204810240E
	Business nature	:	limited liability company (solely owned legal person invested
			in or controlled by a non-natural person)
	Legal representative	:	Wen Yong (溫勇)
	Registered capital	:	RMB6.52 million
	Date of incorporation	:	7 March 2003
	Address	:	No. 6 Lanxing Road, Jiangyang District, Luzhou City, Sichuan
			Province, the PRC
	Scope of business	:	water withdrawal and centralized water supply; sale of tap
			water pipe fitting; water pipeline repair; cleaning of secondary
			water supply facilities. (Projects that must be approved
			according to law can only be operated after approval by
			relevant authorities)

As at 30 November 2019, the unaudited key financial data of Jiangnan Water are as follows: total assets amounted to approximately RMB170.64 million, its total liabilities amounted to approximately RMB82.22 million, and the equity attributable to its owners amounted to approximately RMB88.42 million.

- 4 -

LETTER FROM THE BOARD

B.	Naxi Water
	Name of company	:	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)
	Unified social credit code	:	91510503204713686A
	Business nature	:	limited liability company (solely owned legal person invested
			in or controlled by a non-natural person)
	Legal representative	:	Ouyang Peng (歐陽鵬)
	Registered capital	:	RMB4.38 million
	Date of incorporation	:	17 March 2003
	Address	:	Building 3, Youyi Road, Anfu Street, Naxi District, Luzhou
			City, Sichuan Province, the PRC
	Scope of business	:	centralized water supply (licensed operation only); sale of
			plumbing equipment, water purifier, hardware, transportation
			equipment and electrical equipment, and pipeline fittings;
			water supply management installation and maintenance.
			(Projects that must be approved according to law can only be
			operated after approval by relevant authorities)

As at 30 November 2019, the unaudited key financial data of Naxi Water are as follows: total assets amounted to approximately RMB93.35 million, it total liabilities amounted to approximately RMB73.25 million, and the equity attributable to its owners amounted to approximately RMB20.10 million.

Reasons of the Merger by Absorption and Impact on the Company

Upon the completion of the merger by absorption, the Company will be able to optimize and integrate its water supply business in Luzhou urban area and reduce expenses on taxation and human resources. Furthermore, through the merger by absorption, the water supply business will be operated under an unified standard which will reduce the management costs and improve the resource utilization efficiency, enabling the Company to supply water to its customers more effectively, which will in turn improve customer satisfaction and enhance the competitiveness of the Company in the water supply business and is in line with the development strategy of the Company.

- 5 -

LETTER FROM THE BOARD

As each of Jiangnan Water and Naxi Water is a wholly-owned subsidiary of the Company, their respective financial statements are already consolidated into the consolidated financial statements of the Company. Therefore, the merger by absorption will not have any material impact on the normal operations and financial position of the Company and will not impair the interests of the Company and the Shareholders as a whole.

EXTRAORDINARY GENERAL MEETING

The EGM 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 PRC. The notice of the EGM is set out on pages 14 to 16 of this circular. The form of proxy and reply slip for the EGM are enclosed herewith.

If you intend to attend the EGM by proxy, you are required to complete and return as soon as possible the enclosed form of proxy in accordance with the instructions printed thereon. The form of proxy for holders of H Shares should be returned to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and the form of proxy for holders of Domestic Shares should be returned 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 by no 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. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM, or any adjourned meeting, in person if you so wish.

If you intend to attend the EGM in person, you are required to complete and return the reply slip to the Company's H share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) or to the office of the Board (for holders of Domestic Shares) on or before Saturday, 4 April 2020 for the Company to assess whether or not it is necessary to announce the notice of the EGM again. If the number of voting Shares as represented by the reply slips collected by Saturday, 4 April 2020 reaches no less than one half of the total number of the issued Shares, the Company may hold the EGM as stipulated in the notice of the EGM. If not, the Company shall within five days notify the Shareholders again, by public notice or otherwise required in the Articles of Association, of the matters to be considered as well as the date and place of the EGM. Upon such notification, the Company may hold the EGM.

- 6 -

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement 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 days inclusive), during which period no transfer of Shares will be effected. The record date for entitlement to attend and vote at the EGM is Wednesday, 25 March 2020. 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, Wanchai, Hong Kong (in respect of holders of H Shares), or to the Company's registered office in the PRC at 16 Baizi Road, Jiangyang District, Luzhou, Sichuan Province, the PRC (in respect of holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, 24 March 2020.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the EGM as set out in the notice of the EGM set out at the end of this circular must be taken by poll. The chairman of the EGM will therefore demand a poll for such resolutions put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share of the Company registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote needs not use all his or her votes or cast all the votes he or she uses in the same way.

RECOMMENDATION

The Board considers that the resolutions set out in the notice of the EGM for the Shareholders' consideration and approval are in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolutions set out in the notice of the EGM which will be proposed at the EGM.

By order of the Board

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

Zhang Qi

Chairman

For identification purposes only

- 7 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of these amendments is an unofficial translation of its Chinese version for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.

The proposed amendments to the Articles of Association will become effective upon the approval by the Shareholders at the EGM.

Before Amendment

After Amendment

Article 48 No registration of any change in the register of shareholders arising from a transfer of share shall be effected within 30 days before the holding of a general meeting or within 5 days prior to the reference date set by the Company for the distribution of dividends.

Where the PRC laws and regulations and the Listing Rules of the Hong Kong Stock Exchange stipulate the period of closure of the register of shareholders before the holding of a general meeting or prior to the reference date set by the Company for the distribution of dividends, such provisions shall prevail.

Article 76 Where a general meeting is convened by the Company, it shall issue a written notice 45 days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting. Shareholders who intend to attend the general meeting shall deliver their written replies of their intention to attend to the Company 20 days prior to the convening of the meeting.

notify its shareholders of the date and venue of the meeting as well as matters proposed to be considered 20 days prior to the convening of the meeting and notify its shareholders 15 days prior to the convening of the extraordinary general meeting. Where there is any special regulation under the listing rules of the place(s) where the Company's shares are listed, such provisions shall prevail.

- 8 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment

After Amendment

Article 79 The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received 20 days prior to the convening of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half of the total number of the Company's voting shares, the Company shall convene the general meeting. If not, the Company shall notify the shareholders again by publishing an announcement stating the matters to be considered as well as the date and venue of the meeting within 5 days. Upon notifying by the announcement, the Company is entitled to convene the general meeting.

An extraordinary general meeting shall not make decision on matters not specified in the notice.

An extraordinaryA general meeting shall not make decisionpass resolution on matters not specified in the notice.

- 9 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment

After Amendment

Article 126 When the Company is to hold a class meeting, it shall issue a written notice 45 days (excluding the day of the meeting) prior to the meeting informing all the registered shareholders of that class of the matters to be considered at and the date and place of the meeting. Shareholders that intend to attend the meeting shall, within 20 days prior the day on which the meeting is to be held, serve a written reply on the Company stating that they will attend the meeting.

Where the number of shares carrying voting rights to vote at the meeting represented by the holders intending to be present at the meeting reaches more than half of the total number of shares of such class with voting rights, the Company may convene the class meeting. If not, the Company shall within five days inform the class shareholders again of the matters proposed to be considered at the meeting and the date and place of the meeting by public announcement, upon which, the Company may convene the class meeting.

notify all the registered shareholders of that class of the matters to be considered at and the date and place of the meeting and the period for giving written notice shall follow Article 76 of the Articles of Association. When the Company calculates the above period, the date of the meeting shall be excluded.

- 10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment

After Amendment

Article 238 Cash dividends and other payments by the Company to holders of domestic shares shall be paid and made in Renminbi, whereas those to holders of overseas listed foreign shares shall be denominated and declared in Renminbi and paid in foreign currency. The foreign currency for the cash dividends and other payments by the Company to holders of overseas listed foreign shares and other holders of foreign shares shall be handled in accordance with state regulations on foreign exchange control.

Unless otherwise provided in relevant laws, where cash dividends and other amounts are paid in a foreign currency, the average selling price of the relevant foreign exchange posted by China Foreign Exchange Trading Centre for the Gregorian calendar week immediately preceding the date of declaration of the dividends or other payment shall be used as the exchange rate.

Unless otherwise provided in relevant laws, where cash dividends and other amounts are paid in a foreign currency, the average selling pricethe average central parity rate of the relevant foreign exchange posted by China Foreign Exchange Trading Centre for the Gregorian calendar week immediately preceding the date of declaration of the dividends or other payment shall be used as the exchange rate.

- 11 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS

The English version of these amendments is an unofficial translation of its Chinese version for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.

After deletion of the current article 4.5, the following articles after article 4.5 will be re-numbered accordingly. The proposed amendments to the rules of procedures for the general meetings will become effective upon the approval by the Shareholders at the EGM.

Before Amendment

Article 4 . 4 Where a general meeting is convened by the Company, shareholders shall be notified in writing 45 days prior to the convening of the meeting. Notice of general meeting shall comply with the provisions of the Articles of Association, stating the time, duration and venue of the meeting and the record date, and shall fully and completely disclose the specific contents of all the proposals and all the materials and explanations necessary for the shareholders to make desirable decisions on the matters to be discussed. If the independent non-executive directors are required to express opinions on the matters to be discussed, their opinions and reasons shall be disclosed together with the notice of general meeting or the supplementary notice.

For a general meeting convened via internet or by other ways, the time and procedures of voting via internet or by other ways shall be contained in the notice of general meeting.

After Amendment

Article 4 . 4 Where a general meeting is convened by the Company, shareholders shall be notified in writing 4520 days prior to the convening of the meeting., or 15 days prior to

the convening of an extraordinary general meeting.

Notice of general meeting shall comply with the provisions of the Articles of Association, stating the time, duration and venue of the meeting and the record date, and shall fully and completely disclose the specific contents of all the proposals and all the materials and explanations necessary for the shareholders to make desirable decisions on the matters to be discussed. If the independent non-executive directors are required to express opinions on the matters to be discussed, their opinions and reasons shall be disclosed together with the notice of general meeting or the supplementary notice.

For a general meeting convened via internet or by other ways, the time and procedures of voting via internet or by other ways shall be contained in the notice of general meeting.

- 12 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETINGS

Before Amendment

After Amendment

Article 4.5 Shareholders who intend to attend the general meeting shall deliver their written replies of their intention to attend to the Company 20 days prior to the convening of the meeting. The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received 20 days prior to the convening of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half of the total number of the Company's voting shares, the Company may convene the general meeting. If not, the Company shall notify the shareholders again by publishing an announcement stating the matters to be considered as well as the date and venue of the meeting within 5 days. Upon notifying by the announcement, the Company may convene the general meeting.

- 13 -

NOTICE OF THE EGM

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

To consider and approve the proposed amendments to the articles of association of the Company;
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);
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

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

For identification purposes only

- 14 -

NOTICE OF THE EGM

Notes:

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.
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.
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.
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.
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.
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.
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: (+852) 2862 8686
Fax: (+852) 3186 2419

- 15 -

NOTICE OF THE EGM

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: +86 (830) 319 4768
Fax: +86 (830) 258 0239
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.
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.

- 16 -

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Luzhou Xinglu Water Group Co. Ltd. published this content on 10 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2020 09:23:08 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:09:09 2024-04-25 am EDT			5-day change	1st Jan Change
0.55 ^HKD	-1.79%		0.00%	-8.33%

Mar. 27	Luzhou Xinglu Water Co., Ltd. Proposes Final Ordinary Dividend for the Financial Year End 31 December 2023, Payable July 31, 2024	CI
Mar. 27	Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Luzhou Xinglu Water Co., Ltd. Proposes Final Ordinary Dividend for the Financial Year End 31 December 2023, Payable July 31, 2024	Mar. 27	CI
Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 27	CI
Xinglu Water Bags 3 Million Yuan Pipeline Installation Project	Dec. 14	MT
Luzhou Xinglu Water Co., Ltd. Enters into Construction Contract with Zhiyuan Real Estate	Dec. 13	CI
Luzhou Xinglu Water Co., Ltd. Announces Director and Board Committees Changes	Dec. 13	CI
Luzhou Xinglu Water Co., Ltd. Announces Management Resignations	Nov. 21	CI
Luzhou Xinglu Water Co., Ltd. Announces Resignation of Liao Xingyue as General Manager	Nov. 21	CI
Xinglu Water Flags Loss from Disposal of 6.4% Stake in Irrigation Firm	23-10-05	MT
Luzhou Xinglu Water Offloads 6% Stake in Irrigation Service Provider	23-09-19	MT
Luzhou Junyuan Asset Management Co., Ltd entered into the Equity Transfer Agreement to acquire 6.43% stake in Sichuan Xiangjiaba Irrigation Construction and Development Co.,Ltd. from Luzhou Xinglu Water Co., Ltd. for CNY 52.8 million.	23-09-18	CI
Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-25	CI
Luzhou Xinglu Water Co., Ltd. Announces Board Changes	23-07-19	CI
Luzhou Xinglu Water Co., Ltd Approves Final Dividend for the Year Ended December 31, 2022, Payable on or before 28 July 2023	23-06-09	CI
Luzhou Xinglu Water Co., Ltd. Proposes Final Dividends for the Year Ended 31 December 2022, Payable on 28 July 2023	23-03-30	CI
Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-30	CI
Luzhou Xinglu Water Unit to Procure Property Management Services for Wastewater Treatment Plant	23-01-18	MT
Luzhou Xinglu Posts Profit Rise Year on Year in First Half	22-09-23	MT
Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-26	CI
Luzhou Xinglu Water Co., Ltd. Approves Final Dividend for the Financial Year End 31 December 2021, Payable on 29 July 2022	22-06-10	CI
Luzhou Xinglu Water Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-30	CI
Luzhou Xinglu Water Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2021, Payable on July 29, 2022	22-03-30	CI
Luzhou Xinglu Water Co., Ltd. Announces Board and Committee Changes	22-03-04	CI
Luzhou Xinglu Water Co., Ltd. Announces Resignation of Wang Junhua as an Executive Director and Vice General Manager	21-11-12	CI
Luzhou Xinglu Water : Shareholders to Vote on Water Supply Pipelines Construction Deal; Shares Slump 8%	21-09-15	MT
Luzhou Xinglu Water : Higher Installation, Wastewater Operating Services Gain Boost Profit 21.8% in H1	21-08-30	MT

	1st Jan change	Capi.
LUZHOU XINGLU WATER (GROUP) CO., LTD.	-8.33%	61.47M
AMERICAN WATER WORKS COMPANY, INC.	-8.05%	23.64B
BEIJING ENTERPRISES WATER GROUP LIMITED	+13.79%	2.5B
COMPANHIA CATARINENSE DE ÁGUAS E SANEAMENTO - CASAN	-.--%	2.11B
SJW GROUP	-15.64%	1.77B
COMPANHIA DE SANEAMENTO DE MINAS GERAIS	+5.08%	1.58B
COMPANHIA DE SANEAMENTO DO PARANÁ - SANEPAR	-10.53%	1.51B
MANILA WATER COMPANY, INC.	+30.11%	1.24B
GUANGDONG SHUNKONG DEVELOPMENT CO.,LTD.	-13.19%	1.12B
CHINA WATER AFFAIRS GROUP LIMITED	+13.75%	1.01B

Luzhou Xinglu Water (Group) Co., Ltd.

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2281

CNE100002FH5

Water Utilities

Luzhou Xinglu Water : (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

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