Rego Interactive Co., Ltd - AGM Information 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution 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 Group Company Limited , you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(2) PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

A notice of the AGM to be convened and held at 2:00 p.m. on 14 May 2019 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, PRC are set out on pages 22 to 24 of this circular.

A form of proxy for use at the AGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 27 March 2019. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

23 April 2019

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . .	3
III.	PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY . . . . . . .	4
IV.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VI.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . .		7
NOTICE	OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

— i —

DEFINITIONS

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

“AGM”

the 2018 annual general meeting of the Company to be held on 14 May 2019 for the purposes of, among other things, seeking the Shareholders’ approval for (1) the amendments to the Articles of Association; and (2) the provision of the Guarantee on the Loan of Deqing Company;

“Articles of Association” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time;
“Board” the board of Directors of the Company;
“Company”

Tianjin Capital Environmental Protection Group Company Limited, a joint stock limited company established in the PRC whose A shares and H shares are listed on the Shanghai Stock Exchange and the Stock Exchange respectively;

“County Government” the People’s Government of Qianyuan Town, Deqing County;
“CSRC” the China Securities Regulatory Commission;
“Deqing Company” or “Project Deqing Chuanghuan Water Co., Ltd* (德清創環水務有限公 Company” 司), the project company set up by the Company and Deqing Qianlong Construction to implement the PPP Project, and is owned as to 90% and 10% by the Company and Deqing Qianlong Construction respectively as at the Latest Practicable Date;
“Deqing Qianlong Construction” Deqing Qianlong Construction Development Limited* (德清乾龍建設發展有限公司), a participating shareholder representing the County Government, which jointly established the Deqing Company with the Company;
“Director(s)” the director(s) of the Company, including the independent non-executive director(s);
“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“Latest Practicable Date” 17 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange;

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DEFINITIONS

“PPP Project”	the PPP Project of Qianyuan sewage treatment plant in
	Deqing County implemented by the Company and the County
	Government under cooperation, which transfers the
	concession right under the existing project to the Deqing
	Company through the model of “Transfer-Operate-Transfer
	(TOT)” and the existing project is operated by the Deqing
	Company;
“PPP Project Contract”	the project contract initiated by the Company with the County
	Government to implement the PPP Project; upon its
	establishment, Deqing Company shall undertake all the rights
	and obligations of the Company under the project contract;
	for details of the principal terms of the project contract,
	please refer to the announcement of the Company dated 9
	November 2018;
“PRC”	The People’s Republic of China, excluding, for the purpose of
	this Circular, Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan;
“Shareholder(s)”	the shareholder(s) of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“Supervisor(s)”	the supervisor(s) of the Company.

* For identification purpose only

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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: Mr. Liu Yujun (Chairman) Mr. Wang Jing Mr. Niu Bo

Non-executive Directors:

Registered address: No. 45 Guizhou Road Heping District Tianjin, the PRC Postal Code: 300051

Mr. Yu Zhongpeng Ms. Han Wei Mr . Si Xiaolong

Independent non-executive Directors:

Mr. Di Xiaofeng Mr. Guo Yongqing Mr. Wang Xiangfei

23 April 2019

To the Shareholders

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(2) PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

I. INTRODUCTION

References are made to the announcements of the Company dated 11 March 2019 in relation to the provision of the Guarantee on the Loan of Deqing Company and dated 27 March 2019 in relation to the proposed amendments to the Articles of Association. The purpose of this circular is to provide you with further information relating to (1) the amendments to the Articles of Association; and (2) the provision of the Guarantee on the Loan of Deqing Company, and to give you a notice of the AGM to be convened to consider and, if thought fit, approve, among other things, the resolutions in relation to the above matters.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the latest revised “Rules on Corporate Governance of Listed Companies*《上市公司治理準則》” issued by the CSRC and based on the actual situation of the Company, the Board proposes to amend the Articles of Association. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of special resolution.

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LETTER FROM THE BOARD

The proposed amendments to the Articles of Association are set out in the Appendix I to this circular.

The original chapters, articles, serial numbers and cross-references will be renumbered and adjusted accordingly upon the proposed amendments to the above articles of the Articles of Association. The English versions of the proposed amendments to the Articles of Association are unofficial translation of their respective Chinese versions. In the event of any inconsistency, the Chinese versions shall prevail.

III. PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

The Company intended to provide full guarantee (the “ Guarantee ”) in respect of a bank loan (the “ Loan ”) not exceeding RMB220,000,000 of Deqing Company, the subsidiary the Company. The Guarantee is subject to the consideration and approval at the general meeting pursuant to the Articles of Association since Deqing Company’s gearing ratio exceeded 70% as at the end of January 2019.

Reason for entering into the Guarantee

The PPP Project has entered into the operation period in early 2019. Currently, Deqing Company has negotiated with the lending bank to apply for the Loan for the payment of the transfer price of the concession rights for the PPP Project to the County Government in accordance with the provisions under the Project Contract. Pursuant to the requirements of the lending bank, the Company is required to provide the Guarantee for the Loan of Deqing Company.

Basic information of the Guarantee

The scope of the Guarantee includes all the debts of Deqing Company under the loan agreement entered into between the Deqing Company and the lending bank, including the principal amount not exceeding RMB220,000,000, interest, penalty interest, penalty and all other related expenses. The Company shall be jointly liable economically and legally to settle all the debts within the said guarantee scope.

Meanwhile, the Company will enter into a counter guarantee agreement with Deqing Company. Deqing Company shall provide counter guarantee to the Company with its rights to charges under the PPP Project and the revenue arising therefrom, which is in line with the provisions on counter guarantee in the Articles of Association.

Basic Information and Financial Condition of Deqing Company

The Company contributed RMB54,000,000 in Deqing Company, holding 90% of the equity interests of Deqing Company; Deqing Qianlong Construction contributed RMB 6,000,000 in Deqing Company, holding 10% of the equity interests of Deqing Company. Deqing Company was established on December 14, 2018.

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LETTER FROM THE BOARD

As of the end of January 2019, Deqing Company’s total assets amounted to RMB281,646,900, net assets amounted to RMB59,366,200, liabilities amounted to RMB222,280,700, current assets amounted to RMB2,992,900, current liabilities amounted to RMB222,280,700, operating income amounted to RMB767,300 and net profit amounted to RMB633,400. The gearing ratio of Deqing Company was 78.92% as of the end of January 2019.

The Company’s decision-making procedures for the performance of the Guarantee

As at the Latest Practicable Date, the total amount of guarantees provided to external parties by the Company and its holding subsidiaries (including the amount of the Guarantee) is RMB2,837,501,300, all of which are guarantees provided by the Company to its holding subsidiaries, accounting for 42.90% of the latest audited (as of 31 December 2018) net assets of the Company. The Company has no overdue guarantees.

Pursuant to the Articles of Association, the Guarantee falls within the scope of the approval of the Board of the Company. However, the Guarantee is subject to the consideration and approval at the general meeting of the Company pursuant to the Articles of Association since Deqing Company’s gearing ratio exceeded 70% as of the end of January 2019.

The proposed provision of the Guarantee on the Loan of Deqing Company is subject to the approval of the Shareholders at the AGM by way of ordinary resolution.

IV. AGM

The AGM will be held at 2:00 p.m. on 14 May 2019 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the AGM is set out on pages 22 to 24 of this circular. At the AGM, voting of the Shareholders will be conducted by way of poll.

A form of proxy for use at the AGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 27 March 2019. Whether or not you intend to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for 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. The Company will make an announcement after the AGM to inform the Shareholders of the results thereof.

VI. RECOMMENDATIONS

The Directors consider that (1) the amendments to the Articles of Association; and (2) the provision of the Guarantee on the Loan of Deqing Company, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

— 5 —

LETTER FROM THE BOARD

VII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

By order of the Board of TIANJIN CAPITAL ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED Liu Yujun Chairman

— 6 —

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The proposed amendments to the Articles of Association are set out below:

Original Article 8

Original Article 8:

These Articles of Association shall be binding upon the Company and its shareholders, Directors, supervisors, general managers and other senior management members of the Company, who shall have right to make any claims and propositions regarding the Company’s affairs in accordance with the Articles of Association.

The Articles of Association shall be actionable by a shareholder against the Company and vice versa, by the Company against the Directors, supervisors, general manager and other senior management members of the Company, by shareholders against each other, by a shareholder against the Directors, supervisors, general manager and other senior management members of the Company.

The aforesaid actions include filing court proceeding and arbitration proceedings.

The Company shall insist on and strengthen the leadership of the Communist Party of China, and establish the grassroots organization of the Party and fully exert the functions of leading core and political core of the Party organization in accordance with the requirements of the Constitution of the Communist Party of China; the Party organization of the Company shall seriously implement the responsibility of strengthening party discipline, commence the establishment of a clean party, strengthen the establishment of leading team, talent team and party organization, innovate and advance the close combination of the establishment of the Party with the reform and development of the Company, lead the thinking and politics and mass organization, support the Shareholders’ meeting, the Board, the Supervisory Committee and the management to exercise their rights in accordance with the laws, and support the work of the staff representative meeting.

Article 8 of the amended Articles of Association:

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The aforesaid actions include filing court proceeding and arbitration proceedings.

Original Article 80

Original Article 80:

The Board of Directors, independent non-executive Directors (“ Independent Directors ”) and shareholders that meet the relevant requirements may solicit voting rights from shareholders. No payment shall be made to the shareholders for such solicitation, and information shall be fully disclosed to the shareholders to be solicited. If they publicly solicit voting rights form shareholders of listed companies, they shall do it according to relevant implementation measures. The Company shall not impose any limitation related to minimum shareholding on the collection of voting rights.

Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

Article 80 of the amended Articles of Association:

The Board of Directors, independent non-executive Directors (“ Independent Directors ”) and shareholders that meet the relevant requirements may solicit voting rights from shareholders. No payment shall be made to the shareholders for such solicitation, and information shall be fully disclosed to the shareholders to be solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. If they publicly solicit voting rights form shareholders of listed companies, they shall do it according to relevant implementation measures. The Company and the conveners of the general meeting shall not impose any limitation related to minimum shareholding on the collection of voting rights.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 85

Original Article 85:

A shareholder (including his/her/its proxy) when voting at a general meeting, may exercise such voting rights as attached to the number of voting shares which he represents, in which case one vote is attached to each share. However, the Company’s shares held by the Company itself have no voting right and the shares are not calculated into the total number of voting shares at the meeting.

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail. Shareholders of the company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.

Shareholders present at the meeting shall provide one of following comments on motions to be voted: For, against or abstain. Except for the securities registration and settlement institutions which, being the nominal holders of shares subject to the interconnection mechanism of the Mainland and Hong Kong stock market transactions, shall make declaration according to the intentions of actual holders.

Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

When voting at the election of Directors and supervisors, the general meeting may implement the cumulative voting system in accordance with the Articles of Association or the resolution of the general meeting. The system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

At the meeting where Directors and supervisors are elected, the secretary to the Board of Directors shall explain to the shareholders the specific contents and voting rules of the cumulative voting system and inform them of the number of voting rights of each share in such election.

In the execution of the cumulative voting system, the voting shareholders must write down all the Directors and supervisors they elect and write down the number of voting rights casted to each Director and supervisor. If a shareholder’s voting rights on the votes exceed the total number of his legitimate voting rights, such votes are invalid. If a shareholder’s voting rights used on the votes do not exceed the total number of his legitimate voting rights, the votes are valid.

Except for the cumulative voting system, the general meeting will vote all motions one by one. If there are different motions on the same issue, the motion will be voted in chronological order according to the time they are proposed. Except for the reason of force majeure or other special reason causing the general meeting to be adjourned or no resolutions can be made, the general meeting will not shelve or refuse to vote the motions.

When the motions is being considered at the general meeting, no amendment to the motion shall be made, otherwise such amendment shall be considered as a new motion which cannot be voted in the general meeting of this time.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

For any issue which shareholders shall abstain from voting or can only vote either in favor of or against pursuant to Rules Governing the Listing of Securities on the SEHK, the shareholders shall abstain from voting according to such regulations. Any votes in violation of the relevant regulations or restrictions casted by the shareholders or his/her/its proxy will not be calculated into the voting results.

Article 85 of the amended Articles of Association:

When voting at the election of Directors and supervisors, the general meeting implements the cumulative voting system.

The cumulative voting system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

The specific implementation measures of cumulative voting system are as follows:

(I) Election of Directors: The Director candidates to be elected are divided into non-independent Directors and independent Directors and are voted respectively.

When voting at the election of non-independent Directors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of non-independent Directors to be elected, and the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected non-independent Directors by the number of votes received by the candidate(s) successively;

When voting at the election of independent Directors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of independent Directors to be elected, and the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected independent Directors by the number of votes received by the candidate(s) successively;

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The number of concurring votes received by each elected Director shall be no less than (inclusive) half of the total number of voting shares held by the shareholders who attend the general meeting.

(II) Election of Supervisors: When voting at the election of Supervisors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of Supervisors to be elected, the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected Supervisors by the number of votes received by the candidates successively. The number of concurring votes received by each elected Supervisor shall be no less than (inclusive) half of the total number of voting shares held by the shareholders who attend the general meeting.
(III) If two or more Director or supervisor candidates receive the same number of voting rights and such number is the lowest among the Directors or supervisors being elected, and when the election of all such Directors or supervisors results in the number of Directors or supervisors exceeding the number that should be elected at that general meeting, the general meeting shall hold a re-election in respect of the above Director or supervisor candidates receiving the same number of voting rights pursuant to the above procedures, until the number of Directors or supervisors elected at the general meeting are the exact number that should be elected.
(IV) At the general meeting where Directors and supervisors are elected, the secretary to the Board of Directors shall explain to the shareholders the specific contents and voting rules of the cumulative voting system and inform them of the number of voting rights of each share in such election.
(V) In the execution of the cumulative voting system, the voting shareholders must write down all the names of Directors and supervisors they elect and write down the number of voting rights casted to each Director and supervisor. If a shareholder’s voting rights exercised on the votes exceed the total number of his legitimate voting rights, such votes are invalid. If a shareholder’s voting rights exercised on the votes do not exceed the total number of his legitimate voting rights, the votes are valid.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

When only one Director or supervisor is to be elected, the cumulative voting system is not applicable; the notice of general meeting lists expressively whether the cumulative voting system is applied in the election of Directors or supervisors.

Add one new article following the original Article 85

Article 86 of the amended Articles of Association

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail. Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.

Shareholders present at the meeting shall provide one of following comments on motions to be voted: for, against or abstain. Except for the securities registration and settlement institutions which, being the nominal holders of shares subject to the interconnection mechanism of the Mainland and Hong Kong stock market transactions, shall make declaration according to the intentions of actual holders.

Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

When the motion is being considered at the general meeting, no amendment to the motion shall be made, otherwise such amendment shall be considered as a new motion which cannot be voted at the general meeting of this time.

Original Article 108

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

The Board has established the audit committee, the nomination committee, the strategic committee and the remuneration and assessment committee. All the members of such special committees are Directors, among which, Independent Directors shall account for the majority in the audit committee, the nomination committee, the remuneration and assessment committee and act as the chairman of such committees.

Article 109 of the amended Articles of Association:

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

The Board has established the audit committee, the nomination committee, the strategic committee and the remuneration and assessment committee. The committees shall be accountable to the Board of Directors and are authorized by the Articles of Association and the Board of Directors to perform their duties, and the motions proposed by such specific committees shall be submitted to the Board of Directors for consideration and resolution. All the members of such special committees are Directors, among which, Independent Directors shall account for the majority in the audit committee, the nomination committee, the remuneration and assessment committee and act as the chairmen of such committees, and the chairman of the audit committee shall be accounting professional.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 124

Original Article 124:

All the matters resolved at the Board meeting shall be recorded in the minutes of meeting. Directors and the note-taker shall sign on the minutes of meeting. The minutes of meeting shall be kept as the Company’s documents for not less than 10 years.

The minutes of Board meeting shall include following items: (I) the date, venue of the meeting and the name of convener of the meeting; (II) the name of Directors attended the meeting and the name of Directors (proxy) appointed by other Director to attend in the meeting; (III) the agenda; (IV) the main points of Director’s opinion (including any doubts or dissenting opinion expressed by the Directors); (V) the way of voting and result for each resolution (the voting result shall include the number of votes for, against or abstained).

The Directors shall be responsible for the resolutions passed at the Board meeting. If the decision of Board of Directors violates the laws, administrative regulations or the Articles of Association as well as the resolutions at the general meeting, which causes serious loss to the Company, the Directors involved in making such resolution shall be liable for damages; however, if it is proved by clearly stating on the minutes of Board meeting that the Director has objected to such resolution, such Director may be exempt from the liability.

Article 125 of the amended Articles of Association:

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Upon the approval of the general meeting, the Company may purchase liability insurance for the Directors. The coverage of liability insurance is agreed by contract, except for the liabilities incurred by the violation of requirements of laws, regulations and the Articles of Association by the Directors.

Original Article 141

Original Article 141:

The general manager of the Company shall be accountable to the Board of Directors to perform the following duties:

(I) to be in charge of the Company’s production, operation and management and to organize the implementation of the resolutions of the Board of Directors;
(II) to organize the implementation of the Company’s annual business plan and investment plan;
(III) to draw up the planning of internal management organs setup of the Company;
(IV) to formulate plans for the establishment of the Company’s internal management structure;
(V) to formulate plans for the establishment of the Company’s basic management systems;
(VI) to propose the appointment or dismissal of the Company’s deputy general manager, assistance of the general manager, chief accountant, chief economist and the chief engineer;
(VII) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(VIII) other powers conferred by the Articles of Association and the Board of Directors.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 142 of the amended Articles of Association:

The Company shall establish a general manager office, the attendees of its meeting comprise senior management members, secretary to the Board and general legal counsel. The general manager office shall be accountable to the Board of Directors. The general manager of the Company shall be the convener and chairman of such meetings and perform the following duties:

(I) to be in charge of the Company’s production, operation and management and to organize the implementation of the resolutions of the Board of Directors;
(II) to organize the implementation of the Company’s annual business plan and investment plan;
(III) to draw up the planning of internal management organs setup of the Company;
(IV) to formulate plans for the establishment of the Company’s internal management structure;
(V) to formulate plans for the establishment of the Company’s basic management systems;
(VI) to propose the appointment or dismissal of the Company’s deputy general manager, assistance of the general manager, chief accountant, chief economist and the chief engineer;
(VII) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(VIII) other powers conferred by the Articles of Association and the Board of Directors.

Original Article 142

Original Article 142:

The general manager shall formulate its detailed work plan, to be executed upon approval by the Board of Directors.

The detailed work plan of the general manager shall include the following:

(I) the condition, procedure and attendees of the general manager meeting;
(II) the respective job description and division of labor of general manager and other senior management members;

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(III) the application of Company’s funds and assets; authority to sign the significant contracts and report to the Board of Directors and Board of supervisors;
(IV) other matters that the Board of Directors deems necessary.
Article 143 of the amended Articles of Association:

The Company shall formulate the rules of procedure of the general manager office meeting, to be executed upon approval by the Board of Directors. The rules of procedure of the general manager office meeting shall include the following:

(I) the condition, procedure and attendees of the general manager meeting;
(II) the respective job description and division of labor of general manager and other senior management members;
(III) the application of Company’s funds and assets; authority to sign the significant contracts and report to the Board of Directors and Board of supervisors;
(IV) other matters that the Board of Directors deems necessary.

Original Article 152

Original Article 152:

The supervisors may be present at the Board meeting and make inquiries or suggestions to the agenda of the Board meeting.

The supervisors shall ensure the truth, accuracy and completeness of the information the Company disclosed. The supervisors shall not make use of their connection relationship to impair the interests of the Company. The supervisors shall be liable for compensation for the loss caused to the Company.

Article 153 of the amended Articles of Association:

The supervisors may be present at the Board meeting and make inquiries or suggestions to the agenda of the Board meeting. The Board of Supervisors may require the Directors, senior management members, internal and external auditors to be present at the meeting of the Board of Supervisors and answer the questions concerned.

The supervisors shall ensure the truth, accuracy and completeness of the information the Company disclosed.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The supervisors shall not make use of their connection relationship to impair the interests of the Company. The supervisors shall be liable for compensation for the loss caused to the Company.

Add one new chapter “Chapter 16 Party Committee”

Article 160 of the amended Articles of Association

The Company shall establish a party committee which consists of 1 party committee secretary, 2 deputy secretaries and several members elected or appointed in accordance with the regulations of the Constitution of the Communist Party of China. Eligible members of party committee shall enter the Board of Directors, the Board of Supervisors and the management through statutory procedures and fully express the opinion of the party committee in policy making. The Company shall establish a commission for discipline inspection which consists of 1 secretary and several members to perform the duties of supervision, disciplinary enforcement and accountability.

Article 161 of the amended Articles of Association

In line with the principle of being efficient and effective, the party committee sets up party affairs departments separately, such as discipline inspection institutions, organizations, offices, etc., allocates and strengthens full-time party officials at a rate not less than 1% of the total number of employees, and implements equal remuneration for party members and administrative staff at the same level. The work and activity expenses of the party committee shall be no less than 1% of the total salaries of the employees in the previous year, incorporated into the annual financial budget of the Company, and included in the pre-tax expenditure from the management fee of the Company.

Article 162 of the amended Articles of Association

The party committee shall conduct research and discussion, and provide recommendations before the Board of Directors and the management making any significant decisions.

Article 163 of the amended Articles of Association

The party committee shall perform its duties pursuant to the Constitution of the Communist Party of China and other regulations of the Party.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(I) To convey and implement the party’s and the state’s route, principles and policies, as well as the important decisions, instructions, deployment, and spirit of the meeting of higher party organizations; to study and formulate implementation opinions and concrete measures for implementation;
(II) The party committee shall take the lead and check the process of selection and appointment of personnel, and insist on the principle of management of cadres by the Communist Party and a combination of the selection of operations management by the Board and the right of the operations management to utilize talents in accordance with law;
(III) To study and discuss the reform, development and stability and substantial matters on operation and management of the Company as well as material issues relating to the interests of the staff, and provide advices and recommendations in this regard; to support the general meeting, Board meeting, meetings of the Board of Supervisors, and general manager office to perform their duties in accordance with laws and regulations and support the work of employee representative congress;
(IV) To take responsibility to comprehensively strengthen party self-discipline, to lead the Company’s ideological and political work, united front work, building of spiritual civilization, building of corporate culture and mass organization work such as Labor Union and the Communist Youth League, and to lead the construction of the Party’s honest administration and support the disciplinary inspection committee to earnestly perform its supervision duties;
(V) To handle other material matters that fall within the duty of the party committee.

Article 164 of the amended The consideration on matters by the party committee is Articles of Association generally conducted in the manner of party committee meetings, the notice, convention and voting procedures thereof, should be executed in accordance with relevant regulations of the Party.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Add one new article following the original Article 184

Article 191 of the amended Articles of Association

Information disclosure obligators including controlling shareholders and actual controller of the Company should cooperate with the information disclosure work of the Company, timely inform the Company of material matters including variation in control, change in interest and connected relationship between the Company and other entities and individuals and its changes, response to queries from the Company and to ensure that the information provided is true, accurate and complete.

Add one new article following the original Article 202

Article 210 of the amended Articles of Association

The Company should establish a work mechanism to prevent legal risks and implement corporate legal advisor system to set up an office of general legal counsel in accordance with relevant state and local regulations.

The corporate legal advisor is responsible for handling legal affairs in relation to the operation and management of the Company, participating in material operational decision-making of the Company and to ensure the legality in decision-making.

For material issues such as division, merger, bankruptcy, dissolution and increase or decrease of registered capital which require reporting to relevant authorities for approval from the Company according to relevant requirements, the corporate legal advisor shall issue their legal opinions to analyze relevant legal risks and specify the legal obligations.

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NOTICE OF AGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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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 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 annual general meeting (the “ AGM ”) of Tianjin Capital Environmental Protection Group 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 14 May 2019 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcements of the Company dated 27 March 2019 and the announcement in relation to the Provision of Guarantee on the Loan of Deqing Chuanghuan Water Co, Ltd. dated 11 March 2019.

A. As ordinary resolutions:
To consider and approve the 2018 annual report of the Company and the summary of the report announced within the PRC and overseas;
To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2018 and the operating strategy of the Company for the year 2019;
To consider and approve the final financial accounts of the Company for the year 2018 and the financial budget for the year 2019;
To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2018;
To consider and approve the working report of the supervisory committee of the Company for the year 2018;
To consider and approve the working report of independent Directors of the Company for the year 2018;

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NOTICE OF AGM

To consider and approve the proposal in relation to the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the PRC and international auditors of the Company, respectively, and to authorize the Board to decide their remunerations;
To consider and approve the provision of Guarantee on the Loan of Deqing Chuanghuan Water Co, Ltd.* (德清創環水務有限公司).
B. As special resolution:
To consider and approve the amendments to the articles of association of the Company.

For details of the ordinary resolution 8 above, please refer to the related announcement of the Company dated 11 March 2019.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 March 2019

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive Directors: Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei

For identification purposes only

Notes:

(1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 12 April 2019 will be entitled to attend the general meeting. 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 14 April 2019 to 14 May 2019, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Shares registrar and transfer office, Hong Kong Registrars Limited at Shops 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 12 April 2019. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 12 April 2019 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.
(2) Each Shareholder having the rights to attend and vote at the general meeting 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 general meeting. 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

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NOTICE OF AGM

be deposited at the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or 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 general meeting.

(4) Shareholders who intend to attend the general meeting should complete and return the completed and signed reply slip for attendance to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the office of the secretary of the Board at the Company’s principal office address on or before 23 April 2019 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 general meeting. Should a proxy be appointed, the proxy shall also present the form of proxy.
(6) The general meeting is expected to last for about half a day. The Shareholders and their proxies attending the general meeting 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: 86-22-23930128 Facsimile: 86-22-23930126

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AI assistant

Rego Interactive Co., Ltd — AGM Information 2019

50588_rns_2019-04-22_860e16cb-0b93-4a7a-9478-245b3756c9bb.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(2) PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

CONTENTS

DEFINITIONS

DEFINITIONS

(Stock Code: 1065)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(2) PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

I. INTRODUCTION

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

III. PROVISION OF GUARANTEE ON THE LOAN OF DEQING COMPANY

Reason for entering into the Guarantee

Basic information of the Guarantee

Basic Information and Financial Condition of Deqing Company

LETTER FROM THE BOARD

The Company’s decision-making procedures for the performance of the Guarantee

IV. AGM

VI. RECOMMENDATIONS

VII. RESPONSIBILITY STATEMENT

By order of the Board of TIANJIN CAPITAL ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED Liu Yujun Chairman

APPENDIX I

Original Article 8

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 80

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Add one new article following the original Article 85

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 108

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 124

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 141

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 152

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Add one new chapter “Chapter 16 Party Committee”

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Add one new article following the original Article 184

Add one new article following the original Article 202

NOTICE OF AGM

NOTICE OF 2018 ANNUAL GENERAL MEETING

NOTICE OF AGM

NOTICE OF AGM

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