THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Tianjin Capital Environmental Protection Company Limited (the “Company”), you should at once hand this circular and the accompanying forms of proxy to the purchaser or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Stock Code: 1065)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

A notice convening the annual general meeting (the “AGM”) of the Company to be held on 31st May 2005 at 10:30 a.m. at the conference room of the Company at 5/F, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China is set out on pages 5 to 9 of this circular.

A form of proxy for use in connection with at the AGM (as defined herein) is enclosed. Whether or not you are able to attend the AGM in person, you are requested to compete and return the proxy form in accordance with the instructions printed thereon to the Company’s share registrar and transfer office for H shares, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

15th April 2005

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			2
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
APPENDIX I	—	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	—	PROPOSED AMENDMENTS TO THE RULES GOVERNING
		THE PROCEDURES FOR OPERATING THE BOARD
		MEETING OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
APPENDIX III	—	PROPOSED AMENDMENTS TO THE RULES GOVERNING
		THE PROCEDURES FOR OPERATING THE SHAREHOLDERS’
		GENERAL MEETING OF THE COMPANY . . . . . . . . . . . . . . . . . . .	24
APPENDIX IV	—	DECLARATIONS MADE BY THE NOMINATOR IN RESPECT
		OF THE NOMINATIONS OF INDEPENDENT
		NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
APPENDIX V	—	DECLARATIONS MADE BY THE PROPOSED INDEPENDENT
		NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
APPENDIX VI	—	THE BIOGRAPHY OF THE PROPOSED INDEPENDENT
		NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”

the annual general meeting of the Company to be convened at the conference room of the Company at 5/F, 76 Weijin South Road, Nankai District, Tianjin, the PRC on 31st May 2005 at 10:30 a.m. for the purpose of considering and if thought fit approving the resolutions as stated in the notice of AGM

“Articles of Association” the articles of association of the Company (as amended from time to time) “Board” the board of Directors “Company” (Tianjin Capital Environmental Protection Company Limited), a joint stock company incorporated in the PRC with limited liability, the overseas foreign listed Shares of which are listed on the Stock Exchange and domestic ordinary Shares of which are listed on (Shanghai Stock Exchange) in the PRC “CSRC” China Securities Regulatory Commission “Directors” directors of the Company “H Shares” overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each “Hong Kong” Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholders” shareholders of the Company, including holders of H Shares and holders of domestic shares of the Company “Shares” H Shares and domestic shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars “RMB” Renminbi, the lawful currency of the PRC

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LETTER FROM THE BOARD

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

(Stock Code: 1065)

Executive Directors: Ms. Ma Baiyu (Chairman) Mr. An Pindong Mr. Gu Qifeng Mr. Wang Zhanying Mr. Tan Zhaofu Ms. Fu Yana

Registered address: 76 Weijin South Road Nankai District Tianjin The People’s Republic of China Postal Code: 300381

Independent Non-Executive Directors:

Mr. Wang Xiangfei Mr. Gao Zongze Mr. Ko Poming

15th April 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

A. INTRODUCTION

In order to comply with the relevant requirements applicable to the listed issuers incorporated in the PRC and the latest amendments to the Listing Rules, the Board proposed to make certain amendments to (i) the Articles of Associations; (ii) the rules governing the procedures for operating the board meeting of the Company and (iii) the rules governing the procedures for the shareholders’ general meeting of the Company. Besides, Mr Gao Zongze and Mr Wang Xiangfei were nominated by the Board as the candidates for the re-appointment for the positions of independent non-executive Directors.

The purpose of this circular is to give you details of, among other things, (i) the proposed amendments to (aa) the Articles of Association; (bb) the rules governing the procedures for operating the board meeting of the Company and (cc) the rules governing the procedures for the shareholders’ general meeting of the Company and (ii) the re-appointment of the two independent non-executive Directors.

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LETTER FROM THE BOARD

B. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In relation to “Certain regulations regarding the enhancement on the protection of the interest of public shareholders” issued by CSRC and “Rules Governing the Listing of Shares on the Shanghai Stock Exchange (2004 version)” as well as the latest amendments to the Listing Rules which took effect on 31st March 2004, and in accordance with the actual situation of the Company, the Board wishes to propose a special resolution at the AGM to amend the Articles of Association accordingly.

An unofficial English translation of the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

Amendments to the Articles of Association (subject to the approval by the Shareholders at the AGM) will become effective upon approval and/or consents from the relevant PRC authorities and bodies (if so required) being obtained and/or upon the procedures as required under the laws, regulations and/or administrative orders of the PRC being completed.

C. RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING AND SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

Under the listing requirements of the PRC, the Company has to lay down certain rules and procedures for operating the Board and Shareholders’ general meetings, which require Shareholders’ approval at the general meeting. Special resolutions will be proposed at the AGM to amend (i) the rules governing the procedures for operating the board meeting of the Company; and (ii) the rules governing the procedures for operating the shareholders’ general meeting of the Company. The unofficial English translations of each of the proposed amendments to the above rules and procedures are set out in Appendices II and III to this circular respectively.

D. PROPOSED RE-APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

As the term of office for each of Mr Gao Zongze and Mr Wang Xiangfei as the independent non-executive Directors will be expired in April 2005, the Board hereby nominated Mr Gao Zongze and Mr Wang Xiangfei as the candidates for re-appointment for the positions of independent non-executive Directors. Ordinary resolutions to consider and approve the re-appointments of Mr Gao Zongze and Mr Wang Xiangfei will be proposed at the AGM.

Declarations made by the nominator in respect of the nominations of the independent non-executive Directors and declarations made by the proposed independent non-executive Directors pursuant to the relevant laws and regulations of the PRC, and the biographies of each of the proposed independent non-executive Directors are set out in Appendices IV to VI to this circular respectively.

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LETTER FROM THE BOARD

E. AGM

Special resolutions to approve, among other matters, the proposed amendments to (i) the Articles of Association, (ii) the rules governing the procedures for operating the board meeting of the Company and (iii) the rules governing the procedures for operating the shareholders’ general meeting of the Company, will be proposed at the AGM. Ordinary resolutions to approve, among other matters, the proposed re-appointments of the independent non-executive Directors will also be proposed at the AGM. The voting for all the proposed resolutions at the AGM will be taken on a poll.

The Company will convene the AGM at 10:30 a.m. on 31st May 2005 at the conference room of the Company at 5/F, 76 Weijin South Road, Nankai District, Tianjin, the PRC to consider the resolutions set out in the notice of AGM.

A form of proxy for use in connection with the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete and return the proxy form in accordance with the instructions printed thereon to the Company’s share registrar and transfer office for H Shares, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

F. RECOMMENDATION

The Directors believe that (i) the proposed amendments to (aa) the Articles of Association; (bb) the rules governing the procedures for operating the board meeting of the Company; and (cc) the rules governing the procedures for operating the shareholders’ general meeting of the Company; and (ii) the proposed re-appointments of the independent non-executive Directors, are in the interests of the Company. Accordingly, the Directors recommend the Shareholders to vote in favour of the above resolutions which will be proposed at the AGM.

Yours faithfully, By order of the Board Ma Baiyu Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 1065)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the thirteenth annual general meeting (“ AGM ”) of Tianjin Capital Environmental Protection Company Limited (the “ Company ”) will be held at the conference room of the Company at 5/F, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) on 31st May 2005 at 10:30 a.m. for the purpose of considering and passing the resolutions as listed below:

I. As ordinary resolutions:

To consider and approve the annual report and announcement of final results of the Company for the year 2004;
To consider and approve the accounts of the Company for the year 2004, audited by the domestic and international auditors of the Company;
To consider and approve the report of the directors (the “ Directors ”) of the Company for the year 2004;
To consider and approve the financial report of the Company for the year 2004 and financial budget for the year 2005;
To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2004;
To consider and approve the operating and development plans of the Company for the year 2005;
To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. and PricewaterhouseCoopers CPAs in Hong Kong as the domestic and international auditors of the Company;
To consider and approve the report of the supervisory committee of the Company for the year 2004;
To consider and approve the proposal relating to the nomination of Mr. Gao Zongze as the candidate of the independent non-executive Director of the Third Board of the Company; and

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NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the proposal relating to the nomination of Mr. Wang Xiangfei as the candidate of the independent non-executive Director of the Third Board of the Company.
II. As special resolutions:
Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws, regulations and/or administrative orders of Hong Kong and the PRC being completed,
- (a) the proposed amendments to the articles of association of the Company (the “ Articles of Association ”) be and are hereby approved;
- (b) the board (the “ Board ”) of Directors be and is hereby authorised to do all such further acts and things and take all steps which in its opinion may be necessary, desirable and expedient to give effect to such amendments, including but not limited to application for approval of, registration of or filing the amendments with the relevant government authorities of the PRC and Hong Kong and making further amendments as government authorities of the PRC may require;
To consider and approve the amendments to the rules governing the procedures for operating the board meeting of the Company;
To consider and approve the amendments to the rules governing the procedures for operating the shareholders’ general meeting of the Company; and
To consider and approve the proposal on the grant of general mandate to the Board for the allotment and issue of new shares of the Company (“ Shares ”):
- (a) Subject to paragraphs (c) and (d), and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) (as amended from time to time) and the Company Law of the PRC (the “ PRC Company Law ”), the Directors are generally and unconditionally authorised to exercise all the rights of the Company, to allot and issue new Shares individually and collectively during the Relevant Period (as defined below) and the terms and conditions for the Directors to exercise their authority to determine the allotment and issue of new Shares include, inter alia:
  - (i) the number of new Shares to be issued;
  - (ii) the issue price of the new Shares;
  - (iii) the date for the commencement and closing of the issue;
  - (iv) the number of new Shares to be issued to the existing shareholders of the Company; and

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NOTICE OF ANNUAL GENERAL MEETING

(v) to make or grant offer proposals, agreements and options as may be necessary in the exercise of such powers.
(b) To make or grant offer proposals, agreements and options to the Directors as required or may be required in the exercise of such powers during the Relevant Period (as defined below) as referred to in paragraph (a) or after the expiry of the Relevant Period (as defined below).
(c) The total nominal amount of overseas listed foreign Shares (other than those issued under the PRC Company Law and the Articles of Association by the capitalisation of the statutory capital reserve fund) agreed to allot or conditionally or unconditionally agreed to allot by the Directors pursuant to paragraph (a) (whether pursuant to the exercise of options or otherwise) shall not exceed 20% of the overseas listed foreign Shares existing in issue.
(d) Upon the exercise of the powers pursuant to paragraph (a) above, the Directors shall:
(i) comply with the PRC Company Law and the Listing Rules; and
(ii) obtain the approval from the China Securities Regulatory Commission.
(e) For the purpose of this resolution:

“Relevant Period” refers to the period from the date of the passing of this resolution to the earliest of following:

(i) twelve months after the passing of this resolution;
(ii) conclusion of the forthcoming annual general meeting of the Company; and
(iii) the date of the passing of a special resolution to revoke or amend the general mandate as referred to in this resolution by shareholders at the general meeting of the Company.
(f) Subject to the approval by the relevant authorities of the PRC and pursuant to the PRC Company Law, when exercising the powers under paragraph (a) above, the Directors are authorised:
(i) to increase the registered capital of the Company to the required amount respectively;
(ii) to exercise the right to reduce the holding in State-owned Shares for contribution to the social security funds. In accordance with the “Interim measures on the Administration of Reduction in Holding of State-owned Shares for Contribution to the Social Security Funds” issued by the State Council on 6th June 2001; and

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NOTICE OF ANNUAL GENERAL MEETING

(iii) to make appropriate and necessary amendments to the Articles of Association, so as to reflect the changes in the registered capital of the Company that may have arisen under this general mandate.

III. Other business:

Please refer to the announcements of the 2004 annual report of the Company published on the website of Shanghai Stock Exchange (www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk), the resolutions of the 13th meeting of the third Board and the 4th meeting of the third supervisory committee of the Company published on Shanghai Securities, Hong Kong Wen Wei Po and The Standard on 15th April 2005 for the above details.

By order of the Board Fu Yana Ip Pui Sum Company Secretaries

Tianjin, the PRC 14th April 2005

As at the date hereof, the Board comprises executive Directors: Ms Ma Baiyu, Mr An Pindong, Mr Gu Qifeng, Mr Wang Zhanying, Mr Tan Zhaofu and Ms Fu Yana and independent non-executive Directors: Mr Wang Xiangfei, Mr Gao Zongze and Mr Ko Poming.

Notes:

The holders of Shares (the “Shareholders”) whose names appear on the register of members at the close of the afternoon trading session on 29th April 2005 will be entitled to attend the AGM. The holders of H shares of the Company (“H Shares”) are reminded that the register of members of the Company’s H Shares will be closed from 30th April 2005 to 31st May 2005, both days inclusive, during the period no transfer of Shares will be effected. In order to qualify for the proposed final dividends, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Shares registrar, Hong Kong Registrars Limited at Rooms 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:00pm on 29th April 2005. The holders of H Shares with names appeared in the Company’s register of members on 29th April 2005 or their proxies shall present their identity cards or passports as proofs of their identities upon attending the AGM.
Each Shareholder having the rights to attend and vote at the AGM is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one Shareholder, such proxy shall only exercise his voting rights on a poll.
Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed Proxy Form). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified. To be valid, the Proxy Form and the notarially certified power of attorney or other documents of authorisation must be delivered to the registered office address of the Company by not less than 24 hours before the time scheduled for the holding of the AGM or any adjournment thereof.
Shareholders or proxies who intend to attend the AGM shall send the reply slip for attendance duly completed and signed to the registered office of the Company on or before 11th May 2005 in person, by post or by fax. Please use the enclosed reply slip or its duplicate in writing.

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NOTICE OF ANNUAL GENERAL MEETING

Shareholders or their proxies shall present proofs of their identities upon attending the AGM. Should a proxy be appointed, the proxy shall also present the Proxy Form.
The AGM is expected to last for about half a day. The Shareholders and proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.
Details of the biographies of the proposed independent non-executive Directors are set out in Appendix VI to this circular.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381

Telephone: (8622)-23930000

Facsimile: (8622)-23930100

Encl. Reply slip of the 2004 AGM and the 13th Shareholders’ general meeting of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

The following amendments are made to the Articles of Association pursuant to “Certain regulations regarding the enhancement on the protection of the interests of public shareholders” issued by CSRC and “Rules Governing the Listing of Shares on the Shanghai Stock Exchange (2004 version)” as well as the latest amended version of the Listing Rules which took effect on 31st March 2004, and in accordance with the actual situation of the Company.

I. Addition of provisions regarding the protection of the interests of public shareholders to the Articles of Association
(1) Addition of the following after Article 52 of the original Articles of Association as Article 53:

“The Company’s controlling shareholders and its beneficial controlling parties shall owe fiduciary duties to the Company and the Company’s public shareholders. Controlling shareholders shall exercise the rights as contributors of the Company in strict compliance with the laws. Controlling Shareholders shall not harm the lawful interests of the Company and the public shareholders by way of connected transactions, profit distribution, asset reorganisation, external investment, appropriation of funds, loan guarantees, and shall not harm the interests of the Company and the public shareholders by its controlling position.”

Article 53 and the subsequent articles of the original Articles of Association are to be extended in their consecutive orders.

(2) Addition of the following after Article 92 of the original Articles of Association as Article 96:

“The following matters shall be voted and passed in the general meeting of the Company in accordance with the laws, administrative regulations and the Articles of Association, and shall be approved by more than half of the public shareholders having voting rights and attending in the voting before such matters be implemented or proposed for application:

(i) the issue of new shares to the public (including of overseas listed foreign shares or other certificate of securities nature), issue of convertible bonds by the Company, and placing of shares to the existing shareholders (other than the full subscription in cash undertaken by the beneficial controlling shareholders prior to the convening of the meeting). The above provisions of class voting shall not be applied for the allotment and issue of overseas listed foreign Shares by the Board of Directors pursuant to the general mandate granted to the Board of Directors by the special resolution in the general meeting of the Company, which exceeds 20% of the overseas listed foreign Shares existing in issue;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(ii) any material restructuring of assets of the Company in which the total consideration for the assets to be purchased exceeds the audited net book value of the assets purchased by 20% or more;
(iii) the repayment by the Company’s shareholders of their debts due to the Company by using their shareholding in the Company;
(iv) the overseas listing of subsidiaries of the Company which may have a material impact on the Company; and
(v) any relevant matters in the development of the Company which may have material impact on the interests of the public shareholders of the Company.

When convening a general meeting of the Company to consider the matters as set out above, so far as the technology for supporting an on-line voting platform is available, a voting platform in an on-line format shall be provided to the shareholders of the Company. If the above matters are required to be approved by the public shareholders, the Company shall after the issue of the announcement of the notice of general meeting, further publish the notice of general meeting within three days after the record date of registration of shareholding in the Company. The announcement of the results of the resolutions passed in the general meeting of the Company shall set out the number of the public shareholders attended the voting, the total number of shares held, proportion of shares in which the Company’s public shareholders held and the results of the voting, and disclose the respective shareholdings of the top ten public shareholders attended in the voting and the results of their votes.

In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this article, such requirements shall be complied with.”

The subsequent chapters and articles of the original Articles of Association are to be extended in their consecutive orders.

II.

Addition of relevant contents regarding on-line voting system and calling up for voting rights to the Articles of Association

(1) Addition of the following at the end of Article 58 of the original Articles of Association as the second paragraph:

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

on-line voting platform in the general meetings in compliance with the above provisions. Where on-line voting platform is provided to shareholders in the general meeting, the Company shall specify the time and voting procedures of on-line voting platform and the matters to be considered in the notice of the general meeting.”

(2) Addition of the following after Article 68 of the original Articles of Association as Article 71:

“The Board of Directors, the independent non-executive Directors and eligible shareholders may collect the voting rights of the shareholders of the Company in the general meeting. The collection shall be without consideration, and sufficient information shall be given to the relevant shareholders. The public collection of voting rights from the shareholders of the Company shall be made in accordance with the relevant implementation rules.”

III. Amendments to the provision in the Articles of Association regarding material connected transactions requiring the passing of relevant resolutions in the general meeting, and adjustment to the limit on approving connected transactions by the Board of Directors

Clause 1 to Article 113 of the original Articles of Association be amended as:

“(1) material connected transactions (being connected transactions entered into between the Company and connected parties of the Company with the total amount exceeding RMB3 million and exceeding 0.5% of the Company’s latest audited net asset value) shall be approved by the Independent Directors and proposed to the Board of Directors for discussion;”

IV. Contents adjusted to the Chapter on independent non-executive Directors pursuant to the request of the regulatory department
(1) Article 108 to Chapter 12 of the original Articles of Association be amended as:

“The Board of Directors should consist at least one third of independent non-executive Directors (the “ Independent Directors ”), of which there shall be at least three persons and one should be professional in accounting. The Independent Directors shall owe fiduciary duties and diligence to the Company and all shareholders. The Independent Directors shall perform their duties in a serious manner, and protect the overall benefits of the Company in accordance with the laws, regulations, constitutions and Articles of Association. In particular, concern shall be made as to the protection for the legal rights of the significant and minority shareholders. The Independent Directors shall perform their duties independently and shall not be influenced by the majority shareholders, the beneficial controlling parties or other units or individuals with interests in the Company. Each of the Independent Directors shall ensure that he has adequate time and effort devoted to perform his duties as an Independent Director.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) The last paragraph of Article 112 of the original Articles of Association be amended as:

“If upon the resignation of an Independent Director, the members of Independent Directors or members of the Board of Directors are less than the minimum number as required by the relevant laws, administrative regulations and the Articles of Association, the Independent Director shall continue to perform his duties in accordance with the relevant laws, administrative regulations and the Articles of Association before the new Independent Director is to be elected. The Board of Directors shall within two months convene a general meeting for the re-election of an Independent Director, and if after such period no general meeting has been convened, the Independent Director shall not be required to perform his duties any longer.”

(3) Addition of the following at the end of Clause 5 to Article 113 of the original Articles of Association:

“Upon the approval by all the Independent Directors, Independent Directors may appoint external audit institutes and advisory organisations independently to perform audits and consultation on actual issues of the Company, and the related expenses shall be borne by the Company.”

(4) Addition of the following after the first paragraph of Article 115 of the original Articles of Association as its second paragraph:

“Independent Directors shall attend Board meetings regularly, understand the production and operation activities of the Company, and make initiative investigations on the situation and information required for making a decision. Independent Directors shall annually submit the report of all the Independent Directors providing detailed explanation on their performance of duties during the year in the annual general meeting of the Company.”

V. Addition to the rules for governing the procedures for shareholders’ general meetings and the meetings of the Board of Directors and supervisory committee

(1) Addition of the following at the end of Article 54 of the original Articles of Association as Article 56:

“The Board of Directors shall formulate the rules for governing the procedures for shareholders’ general meetings of the Company as an annexure to the Articles of Association, and submit for approval in the general meeting of the Company. Such rules shall govern the convening of and voting in the general meetings of the Company, including notification, registration, proposal of resolutions, voting, counting, announcement of voting results, formation of resolutions, minutes and its signing, contents of the announcements, as well as the principles of mandates granted to the Board of Directors at the general meetings, and specifying the contents of the mandates.”

Article 55 and the subsequent articles of the original Articles of Association are to be extended in their consecutive orders.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) Addition of the following after Article 93 to Chapter 11 of the original Articles of Association as Article 98:

“The Board of Directors shall formulate the rules for governing the procedures for Board meetings of the Company as an annexure to the Articles of Association, and submit for approval in the general meeting of the Company. Such rules shall govern the convening and voting procedures of the Board meetings of the Company, including the authorisation to the Chairman by the Board of Directors for the exercising of part of the duties of the Board of Directors during the closure of the Board meetings, and specifying the principles of the authorisation and the contents of the mandates.”

The Article 94 and the subsequent articles of the original Articles of Association are to be extended in their consecutive orders.

(3) Addition of the following after Article 127 to Chapter 15 of the original Articles of Association as Article 134:

“The supervisory committee of the Company shall formulate the rules for governing the procedures for meetings of the supervisory committee as an annexure to the Articles of Association, and submit for approval in the general meeting of the Company. Such rules shall govern the convening and voting procedures of the meetings of the supervisory committee.”

The Article 128 and the subsequent articles of the original Articles of Association are to be extended in their consecutive orders.

VI. Adjustment to the election procedures of the Directors and the supervisors
(1) The relevant contents of the second and third paragraphs regarding the accumulative voting system in the original Article 71 to Chapter 9 of the original Articles of Association be amended as follows:

“In relation to the election of Directors and supervisors from the shareholders’ representatives, an accumulative voting system shall be implemented. Accumulative voting system means that when two or more Directors and supervisors are to be elected in the general meeting, the number of voting rights carried by every share of the shareholders shall equal to the total number of the election for all the nominated Directors and supervisors. The shareholder can concentrate all his votes for one person, or to vote for various persons. The number of votes will determine which Director or supervisor shall be elected.

In the general meeting for the election of Directors and supervisors, the secretary to the Board of Directors shall explain the specific contents and rules for accumulative voting system to the shareholders, and advise the voting rights of every share in the election of the Directors and supervisors.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In the implementation of accumulative voting system, the voting shareholders must indicate the Directors and supervisors elected by him on every vote, and specify the number of votes used for the election of every Director and supervisor. If the total number of voting rights used by the shareholder on the votes exceeded the number of voting rights lawfully owned by such shareholder, the votes shall be invalid. If the total number of voting rights used by the shareholder on the votes did not exceed the number of voting rights lawfully owned by such shareholder, the votes shall be valid.”

(2) The contents of the fourth paragraph to the sixth paragraph of Article 94 to Chapter 11 of the original Article of Association be deleted.
VII. Addition of specific requirement on the method for the profit appropriation method of the Company

Article 166 of the original Articles of Association be amended as follows:

“Methods of distribution of dividends:

(i) The Company shall emphasize on the reasonable return to investors;
(ii) The Company may adopt distribution of dividends in cash or by way of shares;
(iii) In the event that the Board of Directors proposes not to make any cash bonus distribution plan, reasons of such proposal shall be disclosed in the periodical reports, and Independent Directors shall issue their independent opinions; and
(iv) In the event of any mis-appropriation of funds of the Company by shareholders, the Company shall deduct the cash bonus distributable to such shareholder to repay the funds mis-appropriated by the shareholder.”
VIII. Addition to the qualification requirements for Directors, supervisors and senior management of the Company

Addition of the following at the end of Article 138 of Chapter 16 of the original Articles of Association as clause 10:

“(10) Persons disqualified to take up the positions as Directors, supervisors and managers by the Company Law of the People’s Republic of China, persons prohibited by China Securities Regulatory Commission for market entry and are still in the prohibition period, and persons declared by the stock exchange as unsuitable candidates for not more than two years.”

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

IX. Addition the following regarding the relationship between information disclosure and investors at the end of Chapter 16 of the original Articles of Association as Chapter 17

“Article 164 The Company shall implement its obligation on information disclosure in accordance with the laws, regulations and the relevant requirements and format as required by China Securities Regulatory Commission, as well as the relevant requirements of the relevant stock exchanges. In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this article, such requirements shall be complied with.

Article 165 The Company and the Directors shall guarantee the truthfulness, accuracy and completeness of the contents of the disclosed information, and avoid false records, misleading representations or material omissions.

When making information disclosures, the Company shall make timely and fair disclosures on all information which may cause material impact on the trading price of the Company’s shares, and guarantee that all shareholders have equal opportunities to obtain such information.

Article 166 The secretary to the Board of Directors shall be responsible for disclosure of information, including but not limited to establishment of information disclosure system, reception of visits, reply to inquiries, contact with shareholders and provision of the Company’s publicly disclosed information to investors. The Board of Directors and managers shall give their positive supports to the works of the secretary to the Board of Directors. Any organisation and individual shall not interfere in the work of the secretary to the Board of Directors.

Article 167 The Company shall set up and strictly implement information disclosure system and internal reporting system of material information, specifying the scope of duty of information disclosure and confidentiality obligation of each department (including controlling subsidiaries) and the relevant personnel, so as to ensure that the Company’s information disclosures comply with the requirements under the listing rules of the relevant stock exchanges.

Article 168 Prior to disclosure of information, the Directors, supervisors, senior management of the Company and other informed parties shall control the number of informed parties confined within the smallest scope, no leakage of insider information, and no conduct of insider dealing or manipulation of the trading price of the Company’s shares under concerted action with other parties are allowed.

Article 169 The Company shall set up an investor relationship management system in accordance with the relevant requirements of China Securities Regulatory Commission, the relevant stock exchanges and the Articles of Association, subject to the consideration and approval by the Board of Directors and in the general meeting. The secretary to the Board of Directors shall take up the actual responsibility in the investor relationship management.”

The subsequent chapters and articles of the original Articles of Association are to be extended in their consecutive orders.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

X. Change of Company’s contact information:

The original Article 3 to the original Articles of Association be amended as:

The Company’s address: 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal code: 300381

Telephone number: (8622)-23930000

Facsimile number: (8622)-23930100

XI. Proposed amendments to the transactions under the authorization of the Board of Directors
(1) Addition of the following after Article 95 of the original Articles of Association as Article 101:

“The other authorities and mandates granted to the Board of Directors:

(i) to consider and approve investment projects with the investment amount representing less than 50% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the investment projects with the investment amount representing less than 10% of the latest audited net asset value of the Company;
(ii) to consider and approve connected transactions intended to be entered into between the Company and the connected persons with amount less than RMB30 million representing less than 0.5% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the connected transactions with amount less than RMB3 million representing less than 0.5% of the latest audited net asset value of the Company;
(iii) to consider and approve the Company’s banking facilities with the amount representing less than 50% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the banking facilities with the amount representing less than 10% of the latest audited net asset value of the Company;
(iv) to consider and approve guarantees granted by the Company to an external party, for each occasion the amount representing less than 5% and the total aggregate amount representing less than 10% of the latest audited net asset value of the Company;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(v) to consider and approve acquisitions or disposal of assets (or equity interests) of the Company which are in compliance with the following standards:
(a) the total amount of the assets acquired or disposed (based on the latest audited financial statements or valuation reports) representing more than 10%, but less than 50% of the latest audited total assets value of the Company;
(b) the consideration for the assets acquired or disposed (inclusive of undertaking of debts and expenses) representing more than 10%, but less than 50% of the latest audited net assets value of the Company, with the absolute amount exceeds RMB10 million;
(c) the net gain or loss on acquisition or disposal of assets (based on the latest audited financial statements) representing more than 10%, but less than 50% of the audited net profit or loss of the Company in the previous financial year, with the absolute amount of more than RMB1 million;
(d) the income from principal activities of the transacted items (such as equity interests) in the latest financial year representing more than 10%, but less than 50% of the latest audited income from principal activities of the Company, with the absolute amount of more than RMB10 million but less than RMB50 million;
(e) the net profit of the transacted items (such as equity interests) in the latest financial year representing more than 10%, but less than 50% of the latest audited net profit of the Company, with the absolute amount of more than RMB10 million but less than RMB50 million;

Save as clause (iv) which shall be approved by more than two-third of the voting of the Directors, other items as referred to in the previous clauses shall be approved by a simple majority voting of the Directors. As to the application of funds and assets as well as execution of contracts which shall be greater than the amount stated in authorization granted to the Board of Directors (or other issues considered necessary by the general meetings) and which shall be subject to the approval by the general meetings, the Board of Directors shall convene a general meeting and present a proposal to the general meeting for consideration and approval. In the event that the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” and other applicable laws, regulations and codes of Hong Kong impose stricter requirements than the provisions under this article, such regulations shall be complied with.”

The original clauses 8, 9, 10,11, 12, 13 and the third and fourth paragraphs of the Article 95 of the original Articles of Association shall be deleted. The clauses to original Article 95 and the articles of the original Articles of Association thereafter be and are hereby renumbered accordingly.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) The second paragraph of Article 95 of the original Articles of Association be amended as:
“Save as clauses 6, 7 and 11 which shall be approved by more than two-third of the voting of the Directors, other items as referred to in the previous clauses shall be approved by a simple majority voting of the of Directors.”
(3) Clause 1 to Article 96 of the original Articles of Association be amended as:

“When the Board of Directors or the general meeting is considering to grant guarantee to an external party, it will be conditional upon:

(i) The amount subject to such guarantee as granted to the external parties by the Company shall not exceed 50% of the net assets value of the Company in the consolidated financial statements of the latest financial year of the Company;
(ii) The guarantee granted by the Company to the external parties must be subject to a counter-guarantee provided by the counterparty, and the counterparty that provides such counter-guarantee shall possess the capability to perform such undertaking;
(iii) The Company shall not provide any guarantee for its controlling shareholder, other connected parties which the Company has less than 50% shareholding, any non-legal person unit or individuals;
(iv) The ratio of liabilities to assets of the enterprise subject to the guarantee shall not exceed 70%;
(v) The external guarantees shall be subject to the passing of resolution in writing by two-third of the members of the Board of Directors or the approval from the general meetings.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

XII. Amendments made in accordance with the latest amendments to the Listing Rules
(1) Addition of the following at the end of Article 71 of the original Articles of Association as the last paragraph:

“Where any shareholder is, under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, required to abstain from voting on any particular resolution or restricted to vote only for or against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement of restriction shall not be counted.”

(2) The third paragraph of Article 94 of the original Articles of Association shall be amended as:

“The minimum notice period for the written notices as regards the intention to nominate a candidate Director and the willingness of such candidate to accept the nomination shall not be less than ten days. Such period shall commence not more than one day after the despatch of the notice to convene a general meeting until no later than ten days before the date of such meeting.”

(3) Addition of the following after the seventh paragraph of Article 94 of the original Articles of Association:

“Where the number of vacancy of Directors is not more than the number fixed by the Company Law of the People’s Republic of China or not less than two-third of the number of Directors prescribed by these Articles of Association, any person to be appointed as a Director to fill a casual vacancy of the Board shall hold office until the next following Annual General Meeting of the Company and shall then be eligible for re-election.”

(4) Addition of the following after the second paragraph of Article 146 of the original Articles of Association as the third paragraph:

“A Director shall not attend the Board meeting and be entitled to vote on any resolution in respect of any matters in which the Director and or any of his associates has any material interest. Such Director shall not be counted as part of the quorum when determining if the prescribed quorum necessary for the transaction of the business of the Directors has been formed.”

XIII. Any cross-reference to any other provisions in the original Articles of Association, the relevant numbering of the relevant provisions shall be amended in accordance with the numbering as in the amended Articles of Association

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING OF THE COMPANY

APPENDIX II

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

I. The original clauses 8, 9, 10, 11 and 12 of Article 5 to Chapter 2 of the rules governing the procedures for operating the board meeting of the Company shall be amended and inserted as Article 6 as follows:

“The other authorities and mandates granted to the Board of Directors:

(i) to consider and approve investment projects with the investment amount representing less than 50% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the investment projects with the investment amount representing less than 10% of the latest audited net asset value of the Company;
(ii) to consider and approve connected transactions intended to be entered into between the Company and the connected persons with amount less than RMB30 million representing less than 0.5% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the connected transactions with amount less than RMB3 million representing less than 0.5% of the latest audited net asset value of the Company;
(iii) to consider and approve the Company’s banking facilities with the amount representing less than 50% of the latest audited net asset value of the Company, and the general manager be authorised to consider and approve the banking facilities with the amount representing less than 10% of the latest audited net asset value of the Company;
(iv) to consider and approve guarantees granted by the Company to an external party, for each occasion the amount representing less than 5% and the total aggregate amount representing less than 10% of the latest audited net asset value of the Company;
(v) to consider and approve acquisitions or disposal of assets (or equity interests) of the Company which are in compliance with the following standards:
(a) the total amount of the assets acquired or disposed (based on the latest audited financial statements or valuation reports) representing more than 10%, but less than 50% of the latest audited total assets value of the Company;
(b) the consideration for the assets acquired or disposed (inclusive of undertaking of debts and expenses) representing more than 10%, but less than 50% of the latest audited net assets value of the Company, with the absolute amount exceeds RMB10 million;
(c) the net gain or loss on acquisition or disposal of assets (based on the latest audited financial statements) representing more than 10%, but less than 50% of the audited net profit or loss of the Company in the previous financial year, with the absolute amount of more than RMB1 million;

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING OF THE COMPANY

APPENDIX II

(d) the income from the principal activities of the transacted items (such as equity interests) in the latest financial year representing more than 10%, but less than 50% of the latest audited income from the principal activities of the Company, with the absolute amount of more than RMB10 million but less than RMB50 million;
(e) the net profit of the transacted items (such as equity interests) in the latest financial year representing more than 10%, but less than 50% of the latest audited net profit of the Company, with the absolute amount of more than RMB10 million but less than RMB50 million;

The original clauses 8, 9, 10, 11, 12 and 13 of the Article 5 in Chapter 2 of the rules governing the procedures for operating the board meeting of the Company shall be deleted. The articles thereafter be and are hereby renumbered accordingly.

The contents after clause 21 of the Article 5 of the rules governing the procedures for operating the board meeting of the Company be amended as:

“Save as clauses 6, 7 and 11 which shall be approved by more than two-third of the voting of the Directors, other items as referred to in the previous clauses shall be approved by a simple majority of voting of the Directors. The exercise of the power as referred to above by the Board of Directors shall be in compliance with the requirements under the relevant laws and regulations of the State, the “Rules Governing the Listing of Shares on the Shanghai Stock Exchange”, the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” as well as other applicable laws, regulations and codes of Hong Kong.

II. The Article 6 in Chapter 2 of the rules governing the procedures for operating the board meeting of the Company be amended as:

“When the Board of Directors or the general meeting is considering to grant guarantee to an external party, it will be conditional upon:

(i) The amount subject to such guarantee as granted to the external parties by the Company shall not exceed 50% of the net assets value of the Company in the consolidated financial statements of the latest financial year of the Company.

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING OF THE COMPANY

APPENDIX II

(ii) The guarantee granted by the Company to the external parties must be subject to a counter-guarantee provided by the counterparty, and the counterparty that provides such counter-guarantee shall possess the capability to perform such undertaking.
(iii) The Company shall not provide any guarantee for its controlling shareholder, other connected parties which the Company has less than 50% shareholding, any non-legal person unit or individuals.
(iv) The ratio of liabilities to assets of the enterprise subject to the guarantee shall not exceed 70%.
(v) The external guarantees shall be subject to the passing of resolution in writing by two-third of the members of the Board of Directors or the approval from the general meetings.

III. Any cross-reference to any other articles in the original rules governing the procedures for operating the board meeting of the Company, the relevant numbering of the relevant articles shall be amended in accordance with the numbering as in the amended rules governing the procedures for operating the board meeting of the Company.

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

APPENDIX III

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

(1) The following shall be added to the original Article 64 to Chapter 4 of the rules governing the procedures for operating the shareholders’ general meeting of the Company:

“Where any shareholder, is under the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.”

(2) The following shall be inserted after the original Article 88 to Chapter 5 of the rules governing the procedures for operating the shareholders’ general meeting of the Company as a new Article:

“The following matters shall not be implemented or applied for unless they have been approved by all of the shareholders of the Company at the general meeting and have been passed by more than half of the public shareholders with voting rights present at the general meeting in accordance with the requirements of laws, administrative regulations and the articles of association of the Company:

(i) the issue by the listed company of additional new shares to the public (including the issue of overseas listed foreign shares or other certificates of securities nature), issue of convertible bonds by the Company and placing of shares to the existing shareholders (except for the shares which the shareholder with effective controlling right has undertaken to subscribe for in full wholly in cash before the general meeting is held). The above provisions of class voting shall not be applied for the allotment and issue of overseas listed foreign Shares by the Board of Directors pursuant to the general mandate granted to the Board of Directors by the special resolution in the general meeting of the Company, which exceeds 20% of the overseas listed foreign Shares existing in issue;
(ii) any material restructuring of assets of the listed company in which the total consideration for the assets to be purchased exceeds the audited net book value of the assets purchased by 20% or more;
(iii) the repayment by shareholders of their debts due to the Company by using their shareholding in the Company;
(iv) the overseas listing of subsidiaries of the Company which have a material impact on the Company;
(v) any relevant matter in the development of the Company which may have material effect on the interests of public shareholders of the Company.

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

APPENDIX III

If the Company convenes a general meeting to consider and approve any matter mentioned above, so far as the technology for supporting an on-line voting platform is available, it shall provide the shareholders with an on-line voting system. After despatch of the notice of general meeting involved voting of public shareholders to approve any issue mentioned above, the Company shall re-issue such notice within three days from the record date of registration of shareholding in the Company. The announcement of the resolutions of the general meeting of the Company shall set out the number of the public shareholders voting at the general meeting, the shares held by them and the percentage of such shares in the total number of the shares held by the public shareholders and the results of their votes as well as the shareholdings of the 10 largest public shareholders voting at the general meeting and the results of their votes.

The original Article 89 and the articles following the original Article 89 of the original rules governing the procedures for operating the shareholders’ general meeting of the Company shall be renumbered accordingly.

(3) The following shall be inserted after the original Article 35 to Chapter 4 to the original rules governing the procedures for operating the shareholders’ general meeting of the Company as a new Article:

“The Company shall, without contrary to the lawfulness and validity of the general meetings, extend the ratio of public shareholders attending the general meetings through various means and methods, including adoption of advance information technology such as online voting platform. Regarding the issues requiring class voting by public shareholders provided in this Article 89 of procedures for operating the shareholders’ general meeting of the Company, apart from voting in person, so far as the technology for supporting an on-line voting platform is available, the Company shall adopt online voting platform in the general meetings in compliance with the above provisions. Where online voting platform is provided to the shareholders in the general meetings, the Company shall specific the time and voting procedures of online voting and the matters to be considered in the notice of the general meeting.”

The original Article 36 and the articles following the original Article 36 of the original rules governing the procedures for operating the shareholders’ general meeting of the Company shall be renumbered accordingly.

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PROPOSED AMENDMENTS TO THE RULES GOVERNING THE PROCEDURES FOR OPERATING THE SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

APPENDIX III

(4) The following shall be inserted after the original Article 49 to Chapter 4 of the original rules governing the procedures for operating the shareholders’ general meeting of the Comapny as a new Article:

“The Board of Directors, the independent non-executive Directors and eligible shareholders may collect the voting rights of the shareholders of the Company in the general meeting. The collection shall be without consideration and sufficient information shall be given to the relevant shareholders. The public collection of voting rights from the shareholders of the Company shall be made in accordance with the relevant implementation rules.”

The original Article 50 and the articles following the original Article 50 of the original rules governing the procedures for operating the shareholders’ general meeting of the Company shall be renumbered accordingly.

(5) Any cross-reference to any other provisions in the original rules governing the procedures for operating the Shareholders’ general meeting of the Company, the relevant numbering of the relevant provisions shall be amended in accordance with the numbering as in the amended rules governing the procedures for operating the Shareholders’ general meeting of the Company.

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APPENDIX IV DECLARATIONS MADE BY THE NOMINATOR IN RESPECT OF THE NOMINATIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

The Board, the nominator, hereby publishes a declaration to the public concerning the nominations of Mr. Gao Zongze and Mr. Wang Xiangfei (Mr. Gao Zongze and Mr. Wang Xiangfei, together hereinafter referred to as the “parties being nominated”) as the proposed independent non-executive Directors of the Third Board of the Company. The parties being nominated do not have any relationship with the Company that will affect their independency. The specific declaration is as follows:

The nominations are made after thorough understanding on the professional and, academic qualification, title, career history and all part-time positions of the parties being nominated. The parties being nominated have agreed in writing to be the proposed independent non-executive Directors of the Third Board of the Company. The nominator considers the parties being nominated:

(1) are eligible to be the directors of listed companies pursuant to the laws, administrative regulations and other relevant requirements;
(2) are eligible to be appointed for the position in accordance with the Articles of Association;
(3) satisfy the standard of independence as required by in the Guidance Opinion for establishing the system of independent non-executive directors in the listed companies issued by China Securities Regulatory Commission:
(i) neither the parties being nominated, nor their immediate family members and major social associates are working in the Company and its subsidiaries;
(ii) neither the parties being nominated nor their immediate family members are the shareholders of the Company, who directly and indirectly hold 1% or above of the issued share capital of the Company, and one of the top 10 shareholders of the Company;
(iii) neither the parties being nominated nor their immediate family members work in the units of shareholders of the Company which directly and indirectly hold 5% or above of the issued share capital of the Company, and work in the units of the top five shareholders of the Company;
(iv) the parties being nominated do not fall into the conditions as described in above three paragraphs for the current year; and
(v) the parties being nominated do not provide financial, legal, management consultancy and technical consultancy services for the Company and its subsidiaries.

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APPENDIX IV DECLARATIONS MADE BY THE NOMINATOR IN RESPECT OF THE NOMINATIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(4) In addition, the parties being nominated are the independent non-executive directors of not more than five listed companies, including the Company.

The nominator warrants that the above declaration is true, complete and accurate. There is no false or misleading statement contained therein. The nominator completely understands the possible consequence of providing a false statement.

— 28 —

APPENDIX V DECLARATIONS MADE BY THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTORS

The English language version of this Appendix is an unofficial translation of its Chinese language version. In case of any ambiguity, the Chinese language version shall prevail.

Gao Zongze, the undersigned, is the proposed independent non-executive Director of the Third Board of Tianjin Capital Environmental Protection Company Limited (the “Company”), hereby declares to the public that: there is no connection between the Company and the undersigned which will affect the undersigned’s independency as the independent non-executive Director. The specific declaration is as follows:

(1) neither the undersigned nor his immediate family members and major social associates works in the Company and its subsidiaries;
(2) neither the undersigned nor his immediate family members is the shareholder of the Company, who directly and indirectly holds 1% or above of the issued share capital of the Company;
(3) neither the undersigned nor his immediate family members is one of the top 10 shareholders of the Company;
(4) neither the undersigned nor his immediate family members works in the units of shareholders of the Company which directly and indirectly hold 5% or above of the issued share capital of the Company;
(5) neither the undersigned nor his immediate family members works in the units of the top five shareholders of the Company;
(6) for the undersigned, the conditions as described in above five paragraphs have not changed during the current year;
(7) the undersigned does not provide financial, legal, management consultancy and technical consultancy services for the Company or its subsidiaries;
(8) the undersigned does not obtain additional benefits from the Company and its major shareholders or organisations and officers with interests in the Company that is not disclosed; and
(9) the undersigned is eligible to be appointed for the position in accordance with the Articles of Association.

In addition, the undersigned is not appointed as the independent non-executive director of more than five listed companies, including the Company.

The undersigned completely aware of the duties as an independent non-executive Director and warrants that the above declaration is true, complete and accurate. There is no statement that is false or misleading. The undersigned completely understands the possible consequence of providing false

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DECLARATIONS MADE BY THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX V

statements. Shanghai Stock Exchange shall confirm the undersigned’s eligibility of appointment and his independency pursuant to this statement. During the term of office as the independent non-executive Director, the undersigned shall comply with the regulations, requirements and notice issued by the China Securities Regulatory Commission and the regulations issued by Shanghai Stock Exchange and shall be monitored by Shanghai Stock Exchange. The undersigned shall ensure that he has adequate time and effort devoted to perform his duties. The undersigned shall made up independent decisions without any influence from the major shareholders, beneficial controlling parties of the Company or other units or individuals with interests in the Company.

Wang Xiangfei, the undersigned, is the proposed independent non-executive Director of the Third Board of Tianjin Capital Environmental Protection Company Limited (the “Company”), hereby declares to the public that: there is no connection between the Company and the undersigned, which will affect the undersigned’s independency as the independent non-executive Director. The specific declaration is as follow:

(1) neither the undersigned nor his immediate family members and major social associates works in the Company and its subsidiaries;
(2) neither the undersigned nor his immediate family members is the shareholder of the Company, who directly and indirectly holds 1% or above of the issued share capital of the Company;
(3) neither the undersigned nor his immediate family members is one of the top 10 shareholders of the Company;
(4) neither the undersigned nor his immediate family members works in the units of shareholders of the Company which directly and indirectly hold 5% or above of the issued share capital of the Company;
(5) neither the undersigned nor his immediate family members works in the units of the top five shareholders of the Company;
(6) for the undersigned, the conditions as described in above five paragraphs have not changed during the current year;
(7) the undersigned does not provide financial, legal, management consultancy and technical consultancy services for the Company or its subsidiaries;
(8) the undersigned does not obtain additional benefits from the Company and its major shareholders or organisations and officers with interests in the Company that is not disclosed; and
(9) the undersigned is eligible to be appointed for the position in accordance with the Articles of Association.

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APPENDIX V DECLARATIONS MADE BY THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTORS

In addition, the undersigned is not appointed as the independent non-executive director of more than five listed companies, including the Company.

The undersigned completely aware of the duties as an independent non-executive Director and warrant that the above declaration is true, complete and accurate. There is no statement that is false or misleading. The undersigned completely understands the possible consequence of providing false statements. Shanghai Stock Exchange shall confirm his eligibility of appointment and his independency pursuant to this statement. During the term of office as the independent non-executive Director, the undersigned shall comply with the regulations, requirements and notice issued by the China Securities Regulatory Commission and the regulations issued by Shanghai Stock Exchange and shall be monitored by Shanghai Stock Exchange. The undersigned shall ensure that he has adequate time and effort devoted to perform his duties. The undersigned shall made up independent decisions without any influence from the major shareholders, beneficial controlling parties of the Company or other units or individuals with interests in the Company.

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THE BIOGRAPHIES OF THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX VI

Mr. Gao Zongze (“Mr. Gao”), aged 66 , is the president of All China Lawyers Association. Mr. Gao studied in Dalian Maritime University, China Academy of Social Sciences and the Law School of Columbia University in the United States. Since 1998 until November 2001, Mr. Gao was the chairman and general manager of China Legal Services (Hong Kong) Company. He served at Beijing Fusheng Law Firm as a solicitor. Since August 2004, he is a solicitor of Jindu Law Firm. Mr. Gao has years of experience in law practice. He specialises in maritime law, international trade law and securities law. Mr. Gao was a general counsel with the Central Office of the People’s Bank of China, Huaneng Power International, Inc., China Huaneng Cereals, Oils Foodstuffs I/E Corp., and other banks and companies. Mr. Gao was appointed as an independent non-executive Director since April 2002 to April 2005.

Mr. Gao has not held any directorship in other listed companies in the past three years from the date hereof. Mr. Gao does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Gao does not have any interests in shares or underlying shares of the Company within the meaning of Part XV of the SFO. Mr. Gao has entered into services contract with the Company from April 2002 to April 2005, and the emoluments for Mr. Gao was HK$200,000 per year. The term of office of Mr Gao shall take effect from 16 April 2005 until 19 December 2006, subject to the approval by the Shareholders at the AGM. The emoluments for Mr. Gao shall be approximately HK$200,000 determined according to the contributions and work performance of Mr. Gao and the actual situation of the Company.

Save as disclosed above, there are no matters which need to be brought to the Shareholders’ attention regarding the appointment of Mr. Gao.

Mr. Wang Xiangfei (“Mr. Wang”), aged 54 , was graduated from the People’s University of China, with a major in finance, economics and banking. Mr. Wang was a director of China Everbright Group Limited (“ Everbright Group ”) and the executive director of several listed companies which are controlled by Everbright Group and the chief executive officer of one of the listed companies in Hong Kong. Mr. Wang is the deputy general manager of Everbright Group, the manager of the Assets Disposal Committee of Everbright Group and a director of China Everbright Investment Management Company Limited, and is responsible for the adjustment of strategies and assets disposal for the non-financial operations of Everbright Group. Mr. Wang has extensive experience in investment, business administration, finance, accounting etc. Mr. Wang was appointed as an independent non-executive Director from April 2002 to April 2005. Mr. Wang also was appointed as an independant non-executive director and chairman of audit committee of Chongqing Iron & Steel Company Limited, is a listed company on the Stock Exchange in Hong Kong.

Save as disclosed above, Mr. Wang has not held any directorship in other listed companies in the past three years from the date hereof. Mr. Wang does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

— 32 —

THE BIOGRAPHIES OF THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX VI

Mr. Wang does not have any interests in shares or underlying shares of the Company within the meaning of Part XV of the SFO. Mr. Wang has entered into services contract with the Company from April 2002 to April 2005, and the emoluments for Mr. Wang was HK$200,000 per year. The term of office of Mr Wang shall take effect from 16 April 2005 until 19 December 2006, subject to the approval by the Shareholders at the AGM. The emoluments for Mr. Wang shall be approximately HK$200,000 determined according to the contributions and work performance of Mr. Wang and the actual situation of the Company.

Save as disclosed above, there are no matters which need to be brought to the Shareholders’ attention regarding the appointment of Mr. Wang.

— 33 —

==> picture [55 x 55] intentionally omitted <==

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

(Stock Code: 1065)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

The number of H Shares to which this proxy form relates [(Note][1)]

I/We [(note][2)] of being the registered holders of [(note][1)]

shares (the “Shares”) of Tianjin Capital Environmental

Protection Company Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING

or [(note][3)]

as my / our proxy(ies) to attend and act for me / us at the Annual General Meeting (“AGM”) of the Company to be held at the conference room of the Company at 5th Floor, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “PRC”) at 10:30 a.m. on 31st May 2005 or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my / our proxy(ies) think(s) fit.

	Resolutions
	Ordinary Resolutions
1.	To consider and approve the annual report of the		Company for the year 2004;
2.	To consider and approve the accounts of the Company for the year 2004, audited
	by the domestic and international auditors of the Company;
3.	To consider and approve the report of the directors (the “Directors”) of the
	Company for the year 2004;
4.	To consider and approve the financial report of the Company for the year 2004
	and financial budget for the year 2005;
5.	To consider and approve the proposal in respect of the profit appropriation plan
	of the Company for the year 2004;
6.	To consider and approve the operating and development plans of the Company for
	the year 2005;
7.	To consider and approve the re-appointment of PricewaterhouseCoopers Zhong
	Tian CPAs Co., Ltd. and PricewaterhouseCoopers CPAs in Hong Kong as the
	domestic and international auditors of the Company;
8.	To consider and approve the report of the supervisory committee of the			Company
	for the year 2004;
9.	To consider and approve the proposal relating to the nomination of			Mr. Gao
	Zongze as the candidate of the independent non-executive Director of Board of the Company; (Note 7)			the Third
10.	To consider and approve the proposal relating	to	the nomination of Mr. Wang
	Xiangfei as the candidate of the independent non-executive Director of Board of the Company. (Note 7)			the Third
	Special Resolutions
1.	Subject to all the necessary approvals and/or	consents from the relevant PRC
	authorities and bodies being obtained and/or the procedures as required			under the
	laws, regulations and/or administrative orders of Hong Kong and the PRC being
	completed,
	(a) the proposed amendments to the articles of association of the			Company
	(the “Articles of Association”) be and are hereby approved;
	(b) the board (the “Board”) of Directors be and is hereby authorised to do all
	such further acts and things and take all steps which in its opinion may be
	necessary, desirable and expedient to give effect to such amendments,
	including but not limited to application for		approval of, registration of or
	filing the amendments with the relevant government authorities of the
	PRC and Hong Kong and making further amendments as government
	authorities of the PRC may require;
2.	To consider and approve the amendments to the rules governing the procedures
	for operating the board meeting of the Company;
3.	To consider and approve the amendments to the rules governing the procedures
	for operating the shareholders’ general meeting of the Company; and
4.	To consider and approve the proposal on the	grant of general mandate to the
	Board for the allotment and issue of new shares of the Company.

Signature(s) [(note][5)] :

2005

Date:

Notes:

Please insert the number of shares (the “Shares”) in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
Please insert your name(s) and address(es) (as shown in the register of members of the Company) in block capital(s).
If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out “the Chairman of the Annual General Meeting” and insert the number of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the AGM. The proxy needs not be a member of the Company. Any alteration made to this form of proxy must be signed by the person who signs it.
Important: If you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. Failure to tick either box will entitle your proxy to cast your vote at his discretion.
This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.
To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarised copy of that power of attorney or other authority, must be deposited at the Company’s registered office address in Tianjin at 76 Weijin South Road, Nankai District, Tianjin, the PRC (Postal Code: 300381) or by fax at (8622)-23930100 in not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof.
The election of the independent non-executive Directors adopts cumulative voting system. If you wish to vote for the candidate, please fill in number of votes you vote for such candidate in the box marked “For”. This resolution does not count the “against” or “abstain” votes.
A proxy, on behalf of the shareholder of the Company, attending the AGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy.
This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 6; and the other copy shall be produced upon the AGM by the proxy of the shareholder of the Company pursuant to Note 8.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned AGM should you so wish to.
The resolutions are only a summary thereof, the full text of which is set out in the notice of AGM.

==> picture [55 x 55] intentionally omitted <==

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

(Stock Code: 1065)

Annual General Meeting

REPLY SLIP

To: Tianjin Capital Environmental Protection Company Limited (the “Company”)

I/We[(1)]

(as shown in the register of members) being the registered holder(s) of[(2)]

H shares of Rmb 1.00 each in the capital of the Company, hereby inform the Company that I/we intend to attend (in person or by proxy) the Annual General Meeting of the Company to be held at the conference room of the Company at 5/F., 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “PRC”) on 31st May 2005 at 10:30 a.m.

Date:

2005 Signature(s):

Note:

Please insert your full name(s) and address(es) (as shown in the register of members) in block capital(s).
Please insert the number and class of shares of the Company registered in your name(s).
In order to be valid, this completed and signed reply slip shall be delivered to the Company of its principal office address at 76 Weijin South Road, Nankai District, Tianjin, the PRC on or before 11th May 2005. This reply slip may be delivered to the Company by hand, by post, by cable or by facsimile at 8622-23930100.

AI assistant

Rego Interactive Co., Ltd AGM Information 2005

50588_rns_2005-04-15_430da194-be3a-4b72-8f74-b101c853d5a8.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

CONTENTS

DEFINITIONS

(Stock Code: 1065)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

A. INTRODUCTION

B. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

C. RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING AND SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

D. PROPOSED RE-APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

E. AGM

F. RECOMMENDATION

(Stock Code: 1065)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

III. Other business:

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

(Stock Code: 1065)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

or [(note][3)]

(Stock Code: 1065)

Annual General Meeting

REPLY SLIP

AI assistant

Rego Interactive Co., Ltd — AGM Information 2005

50588_rns_2005-04-15_430da194-be3a-4b72-8f74-b101c853d5a8.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

CONTENTS

DEFINITIONS

(Stock Code: 1065)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED RE-ELECTION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

A. INTRODUCTION

B. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

C. RULES GOVERNING THE PROCEDURES FOR OPERATING THE BOARD MEETING AND SHAREHOLDERS’ GENERAL MEETING OF THE COMPANY

D. PROPOSED RE-APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

E. AGM

F. RECOMMENDATION

(Stock Code: 1065)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

III. Other business:

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

(Stock Code: 1065)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

or [(note][3)]

(Stock Code: 1065)

Annual General Meeting

REPLY SLIP

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Rego Interactive Co., Ltd AGM Information 2005