Rego Interactive Co., Ltd — Board/Management Information 2002

Mar 1, 2002

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

ANNOUNCEMENT ON

THE PROPOSED CHANGE OF

THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The board of directors (the “Board”) of Tianjin Capital Environmental Protection Company Limited (the “Company”) wishes to announce that on 28th February 2002, Mr. Gao Zong Ze and Mr. Wang Xiang Fei were nominated as the candidates for the office of independent non-executive directors of the Company in place of Mr. Guan Weili and Mr. Li Weibin who would resign from their offices as the independent non-executive directors of the Company with effect from 16th April 2002, subject to the approval of the same by the shareholders of the Company at the Annual General Meeting (as defined hereinbelow).

An annual general meeting of the Company will be held at 9:30 a.m. on Tuesday, 16th April 2002 at 4th Floor, Conference Room, 45 Guizhou Road, Heping District, Tianjin, the People's Republic of China (“PRC”) (the “Annual General Meeting”) to consider and approve, inter alia, the resignation and appointment of the Company's independent non-executive directors.

Change of independent non-executive directors

In order to comply with the (關於在上市公司建立獨立董事制度的指導意見) (Guidance note for the system of independent directors of the listed companies), Mr. Guan Weili and Mr. Li Weibin have notified the Company that they would resign from their offices as the independent non-executive directors of the Company on the Annual General Meeting.

On 28th February 2002, Mr. Gao Zong Ze and Mr. Wang Xiang Fei were nominated as the candidates for the office of independent non-executive directors of the Company in place of Mr. Guan Weili and Mr. Li Weibin who would resign as the independent non-executive directors of the Company with effect on 16th April 2002, subject to the approval of the same by the shareholders of the Company on the Annual General Meeting.

Mr. Gao Zong Ze, aged 61, is the President of All China Lawyers Association, an Arbitrator of the China Maritime Arbitration Commission, an Arbitrator of the China International Economic and Trade Arbitration Commission. Mr. Gao had studied in the Dalian Maritime University, Chinese Academy of Social Sciences and the Law School of Columbia University in the United States. He had also been a part-time professor with the China University of Political Science and Law in Beijing. Mr. Gao is fluent in English, German and Mandarin. Mr. Gao has years of experience in legal practice. He specializes in maritime law, international trade law and securities law. Mr. Gao had been a General Counsel with the Central Office of the People's Bank of China and an annual legal counsel to the Agricultural Bank of China, the Beijing Office of the Bank of China, the Central Office of the Industrial and Commercial Bank of China, China Petroleum & Chemical Corp., China National Cereals, Oils & Foodstuffs I/E Corp., China National Arts & Crafts I/E Corp., China National Metals & Minerals I/E Corp., Huaneng Power International, Inc. and other well established banks and companies. He has been involved in negotiating, drafting, amending and finalizing many major foreign economic contracts related to more than ten countries such as, among others, the United States, the United Kingdom. He has also represented many significant foreign-related litigation and arbitration cases. During the recent years of his legal practice, Mr. Gao has been concentrating on the areas of overseas listing, mergers and acquisitions for PRC companies.

Mr. Wang Xiang Fei, aged 50, director of China Everbright Holdings Company Limited, graduated from The Renmin University of China and holds a bachelor degree in Economics, majoring in finance. He had been an executive director of several Hong Kong listing companies controlled by a Chinese state-owned company and a chief executive officer of a listed company. Mr. Wang has extensive business connections and experience in investment, industrial management, finance, accounting and trading. Mr. Wang holds the title of the People's Republic of China's accountant.

Declarations made by the proposed independent non-executive directors

Mr. Wang Xiang Fei and Mr. Gao Zong Ze are the proposed independent non-executive directors of the Second Board of Tianjin Capital Environmental Protection Company Limited and have declared that there is no connection between themselves and Tianjin Capital Environmental Protection Company Limited which will affect their independency as required under the rules and regulations in Hong Kong and the PRC.

Declarations made by the nominators in respect of the nomination for the independent directors of the Company

The Board as the nominator, has made a declaration concerning the nomination of Mr. Gao Zong Ze and Mr. Wang Xiang Fei (Mr. Gao Zong Ze and Mr. Wang Xiang Fei together hereinafter referred to as the “parties being nominated”) as the proposed independent non-executive directors of the Second Board of Tianjin Capital Environmental Protection Company Limited. The parties being nominated do not have any relationship with Tianjin Capital Environmental Protection Company Limited that will affect their independency as required under the rules and regulations in Hong Kong and the PRC.

Annual General Meeting

The Annual General Meeting of the Company will be held at 9:30 a.m. on Tuesday, 16th April 2002 at 4th Floor, Conference Room, 45 Guizhou Road, Heping District, Tianjin, the PRC to consider and approve, inter alia, the resignation and appointment of the Company's independent non-executive directors. For details, shareholders of the Company please refer to the announcement of the Company in respect of the Notice of the Annual General Meeting which has been published on the Hong Kong Wen Wei Po and Hong Kong iMail today and the circular which would be dispatched to the shareholders of the Company on 1st March, 2002.

By order of the board of
Tianjin Capital Environmental Protection
Company Limited
Ma BaiyuChairmanTianjin, the PRC, 28th February, 2002

Please also refer to the published version of this announcement in the Hong Kong iMail.