Rego Interactive Co., Ltd — AGM Information 2020

Apr 20, 2020

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, 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 transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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 GUARANTEES FOR THE SUBSIDIARIES’ FINANCING AND AUTHORIZATION TO THE BOARD

A notice of the AGM to be convened and held at 2:00 p.m. on 13 May 2020 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC are set out on pages 27 to 28 of this circular.

A form of proxy for use at the AGM was dispatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 27 March 2020. 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, Wanchai, 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 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

20 April 2020

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . .	4
III.	PROVISION OF GUARANTEES FOR THE SUBSIDIARIES’
	FINANCING BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
V.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VI.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – AMENDMENTS TO THE ARTICLES OF ASSOCIATION .		9
**NOTICE **	OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

– i –

DEFINITIONS

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

• “AGM”

• the 2019 annual general meeting of the Company to be convened and held at 2:00 p.m. on 13 May 2020 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 Guarantees for the Subsidiaries’ financing and the matters relating to the authorization to the Board of the 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;

• “Chuangzhan Company”

• Tianjin Municipal Investment Chuangzhan Lease Company Limited* (天津城投創展租賃有限公司), a limited liability company incorporated in the PRC, and a non-wholly-owned subsidiary of Tianjin Infrastructure Construction as at the Latest Practicable Date;

• “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;

• “CSRC”

• China Securities Regulatory Committee;

• “Dalian Dongtai Industrial”

• Dalian Dongtai Industrial Waste Treatment Co., Ltd.* (大 連東泰產業廢棄物處理有限公司), a limited liability company incorporated in the PRC; holding 40% equity interest of Shandong Company as at the Latest Practicable Date;

• “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;

– 1 –

DEFINITIONS

• “Latest Practicable Date”

15 April 2020, 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;

• “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;

• “RMB” or “Renminbi”

• Renminbi, the lawful currency of the PRC;

• “Shandong Company”

Shandong Capital Environmental Protection Technology Co., Ltd.* (山東創業環保科技發展有限公司), a limited liability company incorporated in the PRC, and a non wholly-owned subsidiary of the Company as at the Latest Practicable Date;

• “Shareholder(s)” the shareholder(s) of the Company;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Tianjin Infrastructure Construction”

Tianjin Infrastructure Construction and Investment Group Company Limited* (天津城市基礎設施建設投資 集團有限公司), the ultimate controlling shareholder of the Company and the sole shareholder of TMICL, holding 100% equity interest in TMICL as at the Latest Practicable Date;

• “TMICL”

Tianjin Municipal Investment Company Limited* (天津 市政投資有限公司), the controlling shareholder of the Company, holding 50.14% equity interest in the Company as at the Latest Practicable Date; and

• “%”

percent.

• For identification purpose only

– 2 –

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) Ms. 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 Mr. Han Wei Mr. Si Xiaolong

Independent non-executive Directors:

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

20 April 2020

To the Shareholders

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (2) PROVISION OF GUARANTEES FOR THE SUBSIDIARIES’ FINANCING AND AUTHORIZATION TO THE BOARD

I. INTRODUCTION

References are made to (i) the announcement of the Company dated 27 March 2020 in relation to proposed amendments to the Articles of Association; (ii) the announcement of the Company dated 27 March 2020 in relation to the finance lease agreement; and (iii) the announcement of the Company dated 27 March 2020 in relation to the guarantees for Subsidiaries’ financing and authorization to the Board.

The circular is to provide you with further information relating to: (1) proposed amendments to the Articles of Association; and (2) the provision of guarantees for Subsidiaries’ financing, and to give you a notice of the AGM to be convened to consider and, if thought fit, approve, among other things, the special resolutions in relation to the above matters.

– 3 –

LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the latest revised requirements on share repurchase of the Company Law of the People’s Republic of China and the Guidelines for the Articles of Association of Listed Companies issued by the CSRC and based on Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies and the actual situation of the Company, the Board proposes to amend the existing 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.

The proposed amendments to the Articles of Association are set out in Appendix I of 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 GUARANTEES FOR THE SUBSIDIARIES’ FINANCING BY THE COMPANY

The Company intended to provide additional financing guarantees (the “ Guarantees ”) up to a total amount of not exceeding RMB2,300,000,000 (the “ Guaranteed Amount ”) to Shandong Company, a subsidiary of the Company, and subsidiaries of the Company within the scope of the consolidated financial statements existing within the period from the date of the 2019 annual general meeting to the date of 2020 annual general meeting of the Company (collectively, the “ Subsidiaries ” or the “ Guaranteed Parties ”).

(i) Reasons for Entering Into the Guarantees

Respective investments and construction for each of the Subsidiaries have been made or will be made according to the relevant agreements for their respective PPP projects on water utilities business or other projects in environmental business areas. The investment, operation and financing model of the project agreements usually requires the Company to fund the establishment of the project companies and provide guarantees for project financing when the project companies require. The water utilities business is the principal business of the Company and the key business development area of the Company in the future, therefore, it is expected that PPP projects on water utilities business will be obtained from time to time, and strategic new businesses, including other environmental protection businesses, will be actively developed. In order to improve efficiency and achieve efficient fundraising for the project companies, the Board proposed that the shareholders shall, at the AGM, consider and approve the above-mentioned Guarantees and authorise the Board to consider and approve the specific matters of the Guarantees within the scope of the Guaranteed Amount of the Guarantees.

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LETTER FROM THE BOARD

(ii) Basic Information on the Guarantees

The scope of guarantee intended to be provided by the Company for Shandong Company shall not exceed RMB20,000,000 of finance lease intended to be obtained by Shandong Company from Chuangzhan Company. In order to ensure the funding requirements of the project and according to the requirements of Chuangzhan Company, the Company intended to provide joint guarantees for the full amount of financing according to its shareholding percentage, and at the same time, Shandong Company intended to pledge to Chuangzhan Company the corresponding leased assets sold and leased back under the finance lease contract. Shandong Company intended to use sales revenue from Phase I project to provide counter guarantee to the Company according to its shareholding percentage.

After the Company acquired an understanding of the relevant circumstances, together with the financial conditions and the required project funds of Shandong Company, the Company considered that the aforementioned financing was reasonable with controllable risk, fulfilled the requirements of Guarantees, and the conditions of financing in cooperation with Chuangzhan Company were in the interest of the Company. Therefore, the Company agreed to the financing for Shandong Company and the pledge of the corresponding leased assets sold and leased back under the finance lease contract, and agreed that the Company providing a guaranteed amount of not exceeding RMB11,000,000 for such financing according to the shareholding percentage.

In addition to the above Guarantees, the Company also intended to provide an expected total amount of financing guarantee of not exceeding RMB2,285,000,000 to the subsidiaries of the Company within the scope of the consolidated financial statements existing within the period from the date of the 2019 annual general meeting to the date of 2020 annual general meeting of the Company.

The conclusive financing guarantees, guaranteed parties, guaranteed amounts and guaranteed period of the Guarantees to be provided by the Company for the Subsidiaries are subject to the final guarantee contracts to be signed between the parties thereto. Each of the Subsidiaries shall provide to the Company the respective counter guarantee, which comprises rights to derive income and its revenue from its respective projects, not less than the guaranteed amount for such Subsidiaries or project company in order to reasonably safeguard the Company from risk taking.

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LETTER FROM THE BOARD

(iii) Approval Conditions for the Guarantees

The Board considered and approved on 26 March 2020 that during the period from the date of the 2019 annual general meeting to the date of 2020 annual general meeting of the Company, the Company intended to provide financing guarantees to the Subsidiaries within the scope of the Guaranteed Amount subject to the following seven conditions:

1. The Guaranteed Parties and Guaranteed Amount: (1) the guaranteed amount for Shandong Company amounted to RMB11,000,000; (2) the expected guaranteed amount for the Subsidiaries of the Company within the scope of the consolidated financial statements within the period from the date of the 2019 annual general meeting to the date of 2020 annual general meeting of the Company shall not exceed RMB2,285,000,000;

2. The respective Guaranteed Amount shall not exceed the shareholding percentage of the Company in the relevant Subsidiaries;

3. The subject projects for financing are legally obtained, and have been approved by the competent approval authority of the Company;

4. The income level of each of the subject projects for financing meets investment requirements and standards of the Company;

5. The Guaranteed Parties shall provide counter guarantees of no less than the respective Guaranteed Amount;

6. The Guaranteed Parties operate in a regulated manner and the risks are controllable;

7. The accumulated total amount of the Guarantees shall not exceed the latest audited net assets of the Company.

On 26 March 2020, the Board considered and approved to propose that the shareholders shall, at the AGM, consider and approve the above-mentioned Guarantees and authorize the Board to consider and approve the following specific matters of the Guarantees within the scope of the Guaranteed Amount of the Guarantees, and subject to the fulfillment of above-mentioned seven conditions:

1. Approve and make timely disclosure for each guarantee matter according to the actual progress of the projects obtained by the Company and the actual needs of the relevant Subsidiaries; and

2. Approve whether the financing and the corresponding guarantee will provide pledge or mortgage.

– 6 –

LETTER FROM THE BOARD

(iv) Basic Information and Financial Conditions of Shandong Company

As at the Latest Practicable Date, the Company contributed capital amount of RMB105,600,000 and holds 55% equity interest of Shandong Company; Dailian Dongtai Industrial contributed capital amount of RMB76,800,000 and holds 40% equity interest of Shandong Company; Dalian Dongtai Zhongxin Environmental Technology Centre (Limited Partnership)* (大連東泰眾鑫環保科技中心(有限合夥)) contributed capital amount of RMB9,600,000 and holds 5% equity interest of Shandong Company. Shandong Company was incorporated on 13 April 2016.

As at 31 December 2019, Shandong Company had total assets of RMB497,502,739.62, net assets of RMB198,761,598.03, liabilities of RMB298,741,141.59, current assets of RMB91,652,032.63, current liabilities of RMB104,310,585.24, operating revenue of RMB33,132,269.70, net profit of RMB10,210,049.40 and gearing ratio of 60.05%.

As at 29 February 2020, the Shandong Company had unaudited total assets of RMB490,603,600, unaudited net assets of RMB194,965,500, unaudited liabilities of RMB295,638,100, unaudited current assets of RMB77,311,400, unaudited current liabilities of RMB123,428,200 and gearing ratio of 60.26%.

(v) The Company’s Decision-Making Procedures for the Guarantees

As at the Latest Practicable Date, the total amount of external guarantees of the Company amounted to RMB4,022,727,100 (excluding the amount of Guarantees), all of which were financing guarantees to the wholly-owned and controlling subsidiaries within the scope of the consolidated financial statements of the Company, representing approximately 65.16% of the latest audited net assets of the Company.

As at the Latest Practicable Date, the total amount of external guarantees of the Company and its controlling subsidiaries amounted to RMB6,322,727,100 (including the amount of Guarantees), all of which were financing guarantees to the controlling subsidiaries of the Company, representing 102.41% of the latest audited net assets of the Company.

As the total amount of external guarantees of the Company (including the amount of the Guarantees) exceeded 50% of the latest audited net assets, according to the Articles of Association, such Guarantees shall be subject to consideration and approval of the shareholders at the AGM of the Company. Accordingly, a special resolution will be proposed at the AGM to approve, among other things, the provision of the Guarantees for the Subsidiaries’ financing and authorization to the Board in relation to the consideration and approval of the specific matters of the Guarantees within the scope of the Guaranteed Amount of the Guarantees.

– 7 –

LETTER FROM THE BOARD

IV. AGM

The AGM will be held at 2:00 p.m. on 13 May 2020 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 27 to 28 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 2020. 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.

V. RECOMMENDATIONS

The Directors consider that (1) the proposed amendments to the Articles of Association; and (2) the provision of the Guarantees for the Subsidiaries and authorization to the Board in relation to the consideration and approval of the specific matters of the Guarantees, are in the interest 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.

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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 or this circular misleading.

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

Chairman

20 April 2020

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

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

Original Article 10

Original Article 10:

The other senior management members referred in the Articles of Association shall mean the deputy general manager, the secretary to the Board of Directors, the chief accountant (the one who is in charge of finance), the chief economist and the chief engineer.

• Article 10 of the amended Articles of Association:

The other senior management members referred in the Articles of Association shall mean the deputy general manager, the secretary to the Board of Directors and the chief accountant (the one who is in charge of finance).

Original Article 30

• Original Article 30:

The Company may, in accordance with the procedures set out in these Articles and with the approval of the relevant governing authority of the State, repurchase its issued and outstanding shares under the following circumstances:

• (1) cancellation of shares for the purpose of reducing its capital;

• (2) merger with other companies holding the shares of the Company;

• (3) granting shares as awards to the employees of the Company;

• (4) repurchase of shares made upon the request of its shareholders who disagree with resolutions passed at a general meeting in connection with a merger or division of the Company;

• (5) other circumstances as permitted by laws and administrative regulations.

– 9 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• Article 30 of the amended Articles of Association:

The Company may, in accordance with the procedures set out in these Articles and with the approval of the relevant governing authority of the State, repurchase its issued and outstanding shares under the following circumstances:

• (1) reducing its registered capital;

• (2) merger with other companies holding the shares of the Company;

• (3) granting shares under employee stock ownership plan or as share option incentives;

• (4) repurchase of shares made upon the request of its shareholders who disagree with resolutions passed at a general meeting in connection with a merger or division of the Company;

• (5) to use the shares for conversion into convertible corporate bonds issued by the Company;

• (6) being deemed necessary by the Company for the protection of the Company’s value and shareholders’ interest;

• (7) other circumstances as permitted by laws and administrative regulations.

Original Article 31

Original Article 31:

The Company may repurchase shares in one of the following ways, with the approval of the relevant governing authority of the State:

• (1) by making an offer to repurchase the shares to all of its shareholders on a pro rata basis;

• (2) by repurchasing shares through public trading at the stock exchange;

• (3) by repurchasing by way of a contractual agreement outside stock exchange.

– 10 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• Article 31 of the amended Articles of Association:

• The Company may repurchase its shares through public and centralized trading or other methods as permitted by laws and regulations and the CSRC.

When the Company repurchases its shares in the circumstances as set out in clauses (3), (5) and (6) of Article 30 of the Articles and Association, such repurchase shall be conducted by way of public and centralized trading.

Original Article 33

• Original Article 33:

When the Company repurchases its shares due to the reason under Articles 30(1) to 30(3), prior approval at the general meeting shall be obtained. The shares of the Company repurchased pursuant to Article 30(1) shall be cancelled within ten days from the date of repurchase; or pursuant to Article 30(2) or 30(4), it shall transfer or cancel them within 6 months.

The number of shares repurchased pursuant to Article 30(3) shall not exceed 5% of the total issued share capital of the Company. Such repurchase shall be funded by the profit after tax of the Company. The shares so repurchased shall be transferred to the employees within one year.

After repurchasing shares according to laws and any shares are to be cancelled, the Company shall register at the Company’s registration authority for change of registered capital. The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital.

• Article 33 of the amended Articles of Association:

• When the Company repurchases its shares in the circumstances as set out in Article 30(1) and Article 30(2), prior approval at the general meeting shall be obtained. When the Company repurchases its shares in the circumstances as set out in Article 30(3), Article 30(5) and Article 30(6), it may be resolved by more than two-thirds of directors present at a board meeting in accordance with the provisions of the Articles and Association or the authorization of the general meeting.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The shares of the Company repurchased pursuant to Article 30(1) shall be cancelled within ten days from the date of repurchase. In the event that the Company repurchases its shares in the circumstances as set forth in Article 30(2) or Article 30(4), the shares so acquired shall be transferred or cancelled within 6 months. In the event that the Company repurchases its shares in the circumstances as set forth in Article 30(3), Article 30(5) or Article 30(6), the shares in the Company held in aggregate by the Company shall not exceed 10% of the total number of the Company’s shares in issue and the shares so repurchased shall be transferred or cancelled within three years.

The repurchase of overseas listed foreign shares of the Company shall comply with the Hong Kong Listing Rules and other relevant regulations of the place of listing.

Original Article 63

Original Article 63:

The general meeting shall exercise the following functions and powers:

• (1) to decide on the Company’s operational policies and investment plans;

• (2) to elect and replace Directors and to decide on matters relating to the remuneration of Directors;

• (3) to elect and replace supervisors assumed by individuals other than representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to examine and approve the reports of the Board of Directors;

• (5) to examine and approve the reports of the Board of Supervisors;

• (6) to examine and approve the Company’s proposed annual preliminary and final budgets;

• (7) to examine and approve the Company’s profit distribution plans and loss recovery plans;

– 12 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (8) to pass resolutions on the increase or decrease of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution and liquidation or change of company form;

• (10) to pass resolutions on the issuance of debentures by the Company;

• (11) to pass resolutions on the appointment, dismissal and non-reappointment of the accounting firms of the Company;

• (12) to amend these Articles;

• (13) to consider motions raised by shareholders who separately or jointly represent 3% or more of the total shares of the Company;

• (14) to consider and approve matters relating to guarantees under Article 64;

• (15) to consider and approve purchase or disposal of significant assets with aggregate value of more than 30% of the last audited total assets of the Company within a year;

• (16) to consider and approve matters in relation to the change of use of the raised fund;

• (17) to consider and approve share incentive plans;

• (18) to decide on other matters which, according to laws, administrative regulations and rules as well as these Articles, need to be approved by shareholders in general meetings.

Whereas the Rules Governing the Listing of Securities on the SEHK and other applicable laws, regulations and rules of Hong Kong have more stringent requirement, they shall be complied with.

– 13 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 63 of the amended Articles of Association:

The general meeting shall exercise the following functions and powers:

• (1) to decide on the Company’s operational policies and investment plans;

• (2) to elect and replace Directors and to decide on matters relating to the remuneration of Directors;

• (3) to elect and replace supervisors assumed by individuals other than representatives of the employees and to decide on matters relating to the remuneration of supervisors;

• (4) to examine and approve the reports of the Board of Directors;

• (5) to examine and approve the reports of the Board of Supervisors;

• (6) to examine and approve the Company’s proposed annual preliminary and final budgets;

• (7) to examine and approve the Company’s profit distribution plans and loss recovery plans;

• (8) to pass resolutions on the increase or decrease of the Company’s registered capital;

• (9) to pass resolutions on matters such as merger, division, dissolution and liquidation or change of company form;

• (10) to pass resolutions on the issuance of debentures by the Company;

• (11) to pass resolutions on the appointment, dismissal and non-reappointment of the accounting firms of the Company;

• (12) to amend these Articles;

• (13) to consider motions raised by shareholders who separately or jointly represent 3% or more of the total shares of the Company;

– 14 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (14) to consider and approve matters relating to guarantees under Article 64;

• (15) to consider and approve purchase or disposal of significant assets with aggregate value of more than 30% of the latest audited total assets of the Company within a year;

• (16) to consider and approve matters in relation to the change of use of the raised fund;

• (17) to consider and approve employee stock ownership, share option incentive, and other medium-and longterm incentive plans;

• (18) to decide on other matters which, according to laws, administrative regulations and rules as well as these Articles, need to be approved by shareholders in general meetings.

Whereas the Rules Governing the Listing of Securities on the SEHK and other applicable laws, regulations and rules of Hong Kong have more stringent requirement, they shall be complied with.

Original Article 67

Original Article 67:

When the Company convene a general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given 45 to 50 days before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. Shareholders who intend to attend the general meeting shall deliver a written reply to the Company 20 days before the date of meeting. Calculation of the notice period shall not include the date of notice and the date of the meeting.

– 15 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

In principle, the general meeting is held in the Company. The general meeting sets out the venue, and it’s an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regard as present. A voting right can only be exercised by one way from on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of internet voting and others means.

• Article 67 of the amended Articles of Association:

When the Company convene a general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 20 business days before the date of meeting and when the Company convene an extraordinary general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 15 business days before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. The business day set out in the Articles of Association refers to any day on which the Hong Kong Stock Exchange is open for the business of dealing in securities. Calculation of the above commencement date and period shall not include the date of notice and the date of the meeting.

In principle, the general meeting is held in the Company. The general meeting sets out the venue, and it is an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regarded as present. A voting right can only choose one way of the voting of on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of the internet voting and others means.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Article 70

Delete original Article 70:

• The Company shall calculate the number of voting shares represented by shareholders who intend to attend the general meeting based upon the written reply received 20 days before the date of the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting amounts to half or above of the total number of voting shares of the Company, the Company may convene a general meeting. Otherwise, the Company shall within 5 days give the shareholders further notice of the matters to be considered at the meeting as well as the date and venue of the meeting by way of a public announcement. The Company may convene a general meeting when such announcement is made.

Original Article 72

• Original Article 72:

Notice of a general meeting shall be served on each shareholder, (regardless whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council within 45 to 50 days before the date of meeting. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

• Article 71 of the amended Articles of Association:

• Notice of a general meeting shall be served on each shareholder, (regardless whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council 20 business days before the date of annual general meeting and 15 business days before the date of the extraordinary general meeting, respectively. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Article 91

Original Article 91:

The following matters shall be resolved by a special resolution at the general meeting:

• (1) the increase or reduction its share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of the form of the Company;

• (4) amendment to the Articles of Association;

• (5) the amount of significant assets purchased or disposed of within one year or the amount of guarantee exceed 30% of the total assets in the latest audited financial statements;

• (6) share incentive scheme; and

• (7) any other matters considered by the general meeting and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and shall be adopted by special resolutions.

• Article 90 of the amended Articles of Association:

• The following matters shall be resolved by a special resolution at the general meeting:

• (1) the increase or reduction of its share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change of the form of the Company;

• (4) amendment to the Articles of Association;

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (5) the amount of significant assets purchased or disposed of within one year or the amount of guarantee exceed 30% of the total assets in the latest audited financial statements;

• (6) employee stock ownership, share option incentive, and other medium-and long-term incentive schemes; and

• (7) any other matters considered by the general meeting and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and shall be adopted by special resolutions.

Original Article 106

Original Article 106:

A written notice of a class meeting shall be given within 45 to 50 days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty days before the date of the class meeting.

If the number of shares carrying voting rights at the class meeting represented by the shareholders who intend to attend the meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.

• Article 105 of the amended A written notice of a class meeting in the form of Articles of Association: announcement or other form (if necessary) as provided by the Articles of Association shall be given 20 business days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Article 112

Original Article 112:

The Board of Directors shall be responsible for the general meeting and shall exercise the following powers:

• (1) responsible for convening general meeting and reporting its work to the general meeting;

• (2) to implement resolutions approved at the general meeting;

• (3) to decide on the Company’s business plans and investment plans;

• (4) to formulate the Company’s annual financial budget and final accounts;

• (5) to formulate the Company’s plans of profit distribution and loss recovery;

• (6) to formulate the plans of increasing or reducing the registered capital of the Company, issue of bonds or other securities and listing;

• (7) to work out plans of substantial acquisition, repurchase of the Company’s shares or merger, division, dissolution or change of the form the Company;

• (8) to decide on the establishment of the Company’s internal management structure;

• (9) to appoint or dismiss the Company’s general managers, secretary to the Board; according to the nomination by the general manager, appoint or dismiss deputy general managers, chief accountants, chief economists, chief engineers and other senior management member of the Company and to decide on their remuneration and punishment;

• (10) to formulate the Company’s basic management system;

• (11) to formulate proposals for the amendments to the Company’s Articles of Association;

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (12) to propose to the general meeting for appointment or replacement of accountant firm as the Company’s auditor;

• (13) within the scope authorized by the general meeting, to decide on the Company’s external investment, acquisition and disposal of assets, charge of assets, external guarantee, entrusted financial management and connected transactions;

• (14) to manage the disclosure of the Company’s information;

• (15) to listen to the work report by the general manager of the Company and check on the work on the general manager;

• (16) to make resolutions on matters which are beyond the scope of general meeting pursuant to relevant laws and regulations and the Articles of Associations;

• (17) other powers conferred by the general meeting, laws, regulations and the Articles of Association.

Except for the resolution of the Board of Directors in items (6), (7), (11) of this article which shall be passed by more than two-third of all the Directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of Directors.

The Board of Director shall exercise the aforementioned power in accordance with the laws, regulations, Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK and other applicable provision in legislations, regulations and codes in Hong Kong.

The Company shall follow the Rules Governing the Listing of Securities on the SEHK, other applicable laws, rules and codes of Hong Kong provide more stringent requirements.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• Article 111 of the amended Articles of Association:

The Board of Directors shall be responsible for the general meeting and shall exercise the following powers:

• (1) responsible for convening general meeting and reporting its work to the general meeting;

• (2) to implement resolutions approved at the general meeting;

• (3) to decide on the Company’s business plans and investment plans;

• (4) to formulate the Company’s annual financial budget and final accounts;

• (5) to formulate the Company’s plans of profit distribution and loss recovery;

• (6) to formulate the plans of increasing or reducing the registered capital of the Company, issue of bonds or other securities and listing;

• (7) to work out plans of substantial acquisition, repurchase of the Company’s shares or merger, division, dissolution or change of the form the Company;

• (8) to decide on the establishment of the Company’s internal management structure;

• (9) to appoint or dismiss the Company’s general managers, secretary to the Board; according to the nomination by the general manager, appoint or dismiss deputy general managers, chief accountants, and other senior management member of the Company and to decide on their remuneration and punishment;

• (10) to formulate the Company’s basic management system;

• (11) to formulate proposals for the amendments to the Company’s Articles of Association;

• (12) to propose to the general meeting for appointment or replacement of accountant firm as the Company’s auditor;

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

• (13) within the scope authorized by the general meeting, to decide on the Company’s external investment, acquisition and disposal of assets, charge of assets, external guarantee, entrusted financial management and connected transactions;

• (14) to manage the disclosure of the Company’s information;

• (15) to listen to the work report by the general manager of the Company and check on the work on the general manager;

• (16) to make resolutions on matters which are beyond the scope of general meeting pursuant to relevant laws and regulations and the Articles of Associations;

• (17) other powers conferred by the general meeting, laws, regulations and the Articles of Association.

Except for the resolution of the Board of Directors in items (6), (7), (11) of this article which shall be passed by more than two-third of all the Directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of Directors.

The Board of Director shall exercise the aforementioned power in accordance with the laws, regulations, Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK and other applicable provision in legislations, regulations and codes in Hong Kong.

The Company shall follow the Rules Governing the Listing of Securities on the SEHK, other applicable laws, rules and codes of Hong Kong provide more stringent requirements.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Article 141

Original Article 141:

The Company shall have one general manager, who shall be appointed or removed by the Board of Directors; the terms of office shall be three years which can be re-appointed.

The Company may have several deputy general managers, one chief accountant, one chief economist and one chief engineer to assist the work of the general manager, who shall be nominated by the general manager and appointed upon resolved by the Board of Directors.

The general manager, deputy general manager, chief accountant, chief economist and chief engineer are the members of senior management of the Company. The persons who undertake the post other than Directors of the controlling shareholder and actual controller of the Company shall not be appointed as the senior management member of the Company.

• Article 140 of the amended Articles of Association:

• The Company shall have one general manager, who shall be appointed or removed by the Board of Directors; the terms of office shall be three years which can be re-appointed.

The Company may have several deputy general managers and one chief accountant to assist the work of the general manager, who shall be nominated by the general manager and appointed upon resolved by the Board of Directors.

The general manager, deputy general manager, chief accountant and secretary of the Board are the members of senior management of the Company.

The persons who undertake the administrative post other than Directors of the controlling shareholder of the Company shall not be appointed as the senior management member of the Company.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Article 142

Original Article 142:

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 basic management systems;

• (V) to formulate the Company’s basic rules and regulations;

• (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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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 141 of the amended Articles of Association:

The Company shall establish a general manager office, the attendees of its meeting comprise of management members which are senior management members 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 and report to 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 basic management systems;

• (V) to formulate the Company’s basic management systems;

• (VI) to propose the appointment or dismissal of the Company’s deputy general manager and chief accountant to the Board of Directors;

• (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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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.

==> picture [50 x 50] intentionally omitted <==

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

NOTICE OF 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 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 13 May 2020 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 related announcements of the Company dated 26 March 2020.

A. As ordinary resolutions:

1. To consider and approve the 2019 annual report of the Company and the summary of the report announced within the PRC and overseas;

2. To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2019 and the operating strategy of the Company for the year 2020;

3. To consider and approve the final financial accounts of the Company for the year 2019 and the financial budget for the year 2020;

4. To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2019;

5. To consider and approve the working report of the supervisory committee of the Company for the year 2019;

6. To consider and approve the working report of independent Directors of the Company for the year 2019; and

7. 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.

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NOTICE OF AGM

B. As special resolutions:

1. To consider and approve the additional Guarantees of the Company for the financing granted to its subsidiaries not exceeding the total amount of RMB2,300,000,000 and the matters relating to the authorization to the Board of the Company; and

2. To consider and approve the amendments to the articles of association of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 26 March 2020

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.

Notes:

• (1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 9 April 2020 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 13 April 2020 to 13 May 2020, 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 9 April 2020. 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 9 April 2020 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 proxy (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 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 22 April 2020 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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