Rego Interactive Co., Ltd — AGM Information 2006

May 15, 2006

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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 on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) on 30th June 2006 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions as listed below:

• I. As ordinary resolutions:

  1. To consider and approve the annual report and announcement of final results of the Company announced within the PRC and overseas for the year 2005;

  2. To consider and approve the accounts of the Company for the year 2005, audited by the domestic and international auditors of the Company;

  3. To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2005 and the operating development plan of the Company for the year 2006 (details of which are set out in the section headed “Directors’ Report” in the 2005 annual report);

  4. To consider and approve the financial report of the Company for the year 2005 and financial budget for the year 2006;

  5. To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2005;

  6. To consider and approve the proposal from the audit committee of the Company in relation to 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;

  7. To consider and approve the report of the supervisory committee of the Company for the year 2005;

  8. To consider the resolution that the Company enters into the guarantees for securing the loans granted to Qujing Capital Water Co. Ltd.

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• II. As special resolutions:

  1. To consider and approve the proposal on the grant of general mandate to the Board for the allotment and issue of new share of the Company (the “Shares”).

     • (a) Subject to paragraphs (c) and (d), and pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and the Company Law of the PRC (the “ PRC Company Law ”), the Directors are generally and unconditionally authorized 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

       • (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.

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• (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 authorized:

  • (i) to increase the registered capital of the Company to the required amount respectively;

  • (ii) to perform the relevant procedure pursuant to the relevant requirements of the China Securities Regulatory Commission; and

  • (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.

1. To consider the resolution that the Company applies to the People’s Bank of China for issuing short-term financing notes with the total principal of not more than RMB900 million.

III. Other business:

For further details in relation to the above resolutions, please refer to the announcements of the 2005 annual report of the Company published on the website of Shanghai Securities Exchange (www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk), the resolutions of the 27th meeting of the third Board and the 6th meeting of the third supervisory committee of the Company published on Shanghai Securities, Hong Kong Wen Wei Po and The Standard on 21st April 2006.

By order of the Board Fu Yana Lioe Chen Fu, Ricky Company Secretaries

Tianjin, the PRC 12th May 2006

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As at the date of this announcement, 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:

1. The holders of Shares (the “Shareholders”) whose names appear on the register of members of the Company at 4:00 p.m. on 8th May 2006 will be entitled to attend the AGM and qualify for the proposed final dividends. The Shareholders 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 9th May 2006 to 30th June 2006, both days inclusive, during the period no transfer of H Shares will be effected.

2. Each Shareholder having the rights to attend and vote at the AGM is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the AGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

3. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). In order to be valid, the form of proxy and, if such form of proxy is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the AGM or any adjournments thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournments thereof should you so wish.

4. Shareholders who intend to attend the AGM should complete and return the completed and signed reply slip for attendance to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC on or before 4:00 p.m. 9th June 2006 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.

5. 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 form of proxy.

6. The AGM is expected to last for about half a day. The Shareholders and their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

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

Postal Code: 300381

Telephone: (8622)-23930128

Facsimile: (8622)-23930126

Please also refer to the published version of this announcement in The Standard.

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