Rego Interactive Co., Ltd — Board/Management Information 2003

Aug 25, 2003

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

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

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

Announcement Resolutions passed at the board of directors meeting

This announcement is a reproduction of an announcement released in the People’s Republic of China (the “PRC”) by Tianjin Capital Environmental Protection Company Limited (the “Company”) today. It is issued by the Company pursuant to paragraph 2(2) of the Listing Agreement for information purpose only.

The Company and the board of directors (the “Directors”) confirm the truthfulness, accuracy and completeness of this announcement, and accept joint and several responsibilities for any false information, misleading statements or material omission.

The 32nd Meeting of the second board of directors (the “Board Meeting”) of the Company was held on 25th August 2003. The Board Meeting was attended by all nine directors of the Company and convened in compliance with the relevant provisions of the Companies Law of the PRC and the articles of association of the Company. After consideration by the Directors, the following resolutions were passed:

1. Discussed and approved the signing of a co-operation agreement with Tianjin Sewage Company (the “TSC”)

TSC is currently conducting a tendering process to purchase plant equipment originally intended for its own use. Due to a change in its business development plan, it no longer plans to carry out its construction plan on certain sewage plants. As the Company is in the process of constructing various sewage plants in the southeast suburb of Tianjin (including the construction of Xianyanglu Sewage Water Treatment Plant, the expansion of Jizhuangzi Sewage Water Treatment Plant and the construction of Beicang Sewage Water Treatment Plant), and the specifications of the plant equipment fit the requirements of these plants, the Directors believe that this purchase of equipment represents a good opportunity for the Company to acquire the plant equipment without going through the tendering process by itself. As such, the Company entered into a co-operation agreement with TSC on August 25, 2003 with a view to conclude the acquisition of the plant equipment . The consideration is expected to be equivalent to the actual cost of the plant equipment to be purchased by TSC through the tendering process. The final confirmed consideration for the acquisition will be made with reference to the valuation costs of the plant equipment which would be approved by the State Asset Management Department after the tendering process.

The co-operation agreement represents a letter of intent between the two signing parties only. A definitive acquisition agreement will be entered into when it is appropriate. The

— 1 —

Company may or may not proceed with the signing of a definitive acquisition agreement with TSC. Further announcement will be made as and when necessary and in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Tianjin Municipal Investment Company Limited (“TMICL”) beneficially owns approximately 63.08% of the issued share capital of the Company.

As both TMICL and TSC are State-owned enterprises and both of which are under the supervisory control of the Urban Construction Bureau, TSC is a connected person of the Company. As the proposed acquisition will constitute a connected transaction to the Company under the Listing Rules, if proceed, the proposed acquisition may be subject to, among other things, the approval of the independent shareholders of the Company.

As Ms. Ma Baiyu is a director of TMICL and Mr. Zhang Wenhui, Mr. Wang Yueqing and Mr. Zhu Min are senior management of the Urban Construction Bureau, therefore, Ms Ma Baiyu, Mr. Zhang Wenhui, Mr. Wang Yueqing and Mr. Zhu Min, have abstained from voting for this resolution.

1. Discussed and approved the establishment of a joint venture (the “Joint Venture”) with Jinghai Tuanbai Development Company (“JTDC”)

The Joint Venture to be established with JTDC, a State-owned company established on 26th December 1992 and under the supervisory control of the Tianjin Jinghai County Government and is an independent third party of the Company, is for a term of 20 years. The Joint Venture is proposed to be a limited company with a registered capital of RMB 200 million, of which RMB102 million will be contributed by the Company and RMB98 million will be contributed by JTDC. Accordingly, the Company and JTDC beneficially owns as to 51% and 49% of the equity interest in the Joint Venture, respectively. The capital contribution made by the Company will be satisfied by the internal resources of the Company. Profit of the Joint Venture will be distributed in accordance with the equity interest of the respective parties therein.

The Joint Venture will be principally engaged in the provision of recycled water supply to the Tuanbaiwa Reservoir Area (the “TR Area”); the maintenance of the TR Area’s water quality and the improvement of the urban and public utilities infrastructure in the TR Area. The Directors believe that the Joint Venture provides a great opportunity for the Company to leverage on its professional industry expertise on the construction of urban and public utilities infrastructure and the environmental protection business and to create a new income source. The Directors also believe that the Joint Venture’s development projects in Jinghai County and the southwest suburb of Tianjin can bring in great economical and social benefits. In addition, the Joint Venture is a good testing case for other future collaborations between the two parties.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC, 25th August, 2003

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

— 2 —