Rego Interactive Co., Ltd — Capital/Financing Update 2002

Jun 11, 2002

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.

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

ANNOUNCEMENT

Summary

Reference is made to the announcement made by the Company dated 25th September, 2001 (the “Announcement”) relating to the discloseable and connected transactions and ongoing connected transactions for the conditional acquisition of the construction-in-progress of the Xianyanglu Plant, the Jizhuangzi Expansion Plant and the Beicang Plant from Tianjin Sewage Company. The Directors wish to announce that the Company received an approval letter from the Tianjin Construction Management Committee approving the total estimated construction cost for the Beicang Plant will be approximately RMB366,300,000 (approximately HK$342,336,000). As such, the use of net proceeds from the issue of the A Shares Convertible Bonds (as defined in the Company’s announcement dated 28th February, 2002 regarding the proposed application for the issue of not more than RMB1.2 billion A Shares Convertible Bonds in the PRC (“CB Announcement”)) to be applied for the construction of the Xianyanglu Plant, the Jizhuangzi Expansion Plant and the Beicang Plant will be approximately RMB49,900,000 less than the original estimation. Should the net proceeds from the issue of A Shares Convertible Bonds together with the bank loans to be obtained by the Company as detailed in the CB Announcement exceed the capital requirement for the construction of the aforesaid three plants, such balance will be applied as the additional working capital of the Company.

Capitalized terms used herein shall have the same meaning as those used in the Announcement, unless otherwise defined herein.

Reference is made to the Announcement relating to the discloseable and connected transactions and ongoing connected transactions for the conditional acquisition of the construction-in-progress of the Xianyanglu Plant, the Jizhuangzi Expansion Plant and the Beicang Plant from Tianjin Sewage Company. The Directors wish to announce that the Company received an approval letter from the Tianjin Construction Management Committee approving the total estimated construction cost for the Beicang Plant will be approximately RMB366,300,000 (approximately HK$342,336,000). This estimated construction cost represents an amount of approximately RMB49,900,000 (approximately HK$46,636,000) less than the original estimation of RMB416,200,000 (approximately HK$388,972,000) (the “Adjustment”) as disclosed in the Announcement. As such, the use of net proceeds from the issue of the A Shares Convertible Bonds to be applied for the construction of the Xianyanglu Plant, the Jizhuangzi Expansion Plant and the Beicang Plant will be approximately RMB49,900,000 less than the original estimation. Should the net proceeds from the issue of A Shares Convertible Bonds together with the bank loans to be obtained by the Company as detailed in the CB Announcement exceed the capital requirement for the construction of the aforesaid three plants, such balance will be applied as the additional working capital of the Company. The Adjustment will not result in any alteration to the terms of the Sewage Water Plants Fee Agreement and, the terms of the A Shares Convertible Bonds.

Save as disclosed herein, the Directors confirm that they are not aware of any other matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price sensitive nature.

By order of the board of
Tianjin Capital Environmental
Protection Company Limited
Ma BaiyuChairmanTianjin, the PRC, 11th June, 2002

Unless otherwise specified, the translation of RMB into Hong Kong dollars is based on the exchange rate of HK$1.00 to RMB1.07 (for information only).

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