Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2000

Nov 3, 2000

天津渤海化工(集團)股份有限公司

TIANJIN BOHAI CHEMICAL INDUSTRY (GROUP) COMPANY LIMITED

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Tianjin Bohai Chemical Industry (Group) Company Limited (the “Company”) shall be held at the Conference Room, Level 2, Sheraton Tianjin Hotel, Zi Jin Shan Road, He Xi District, Tianjin, the PRC, at 9:00 a.m. on Wednesday, 20th December, 2000 to consider and, if thought fit, pass with or without amendments the following resolutions:--

As Ordinary Resolutions:

1. “THAT:

(a) the AR Disposal (as defined in an announcement jointly made by the Company, Tianjin Bohai Chemical Industry Group Corporation and Tianjin Municipal Investment Company Limited dated 10th October, 2000 (the “Announcement”), a copy of which has been produced to the EGM, marked “A” and signed by the chairman of the EGM for the purpose of identification) pursuant to the AR Agreement (as defined in the Announcement), a copy of which has been produced to the EGM marked “B” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, ratified and confirmed;

(b) the AR Agreement be and is hereby approved, ratified and confirmed;

(c) the directors of the Company (the “Directors”) be and are hereby authorised to do for and on behalf of the Company all things, including, but without limitation to, the execution of documents and the making of applications to relevant authorities or institutions for approval or registration, as they may consider necessary, expedient or desirable to give effect to and implement the AR Disposal pursuant to the AR Agreement, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the AR Agreement as they may in their discretion consider to be desirable and in the interest of the Company.”

1. “THAT, subject to the passing of Ordinary Resolution No. 1 of the notice of the EGM,

(a) the Transaction (as defined in the Announcement), pursuant to the Asset Exchange Agreement (as defined in the Announcement), a copy of which has been produced to the EGM marked “C” and signed by the chairman of the EGM for the purpose of identification, be and is hereby approved, ratified and confirmed;

(b) the Asset Exchange Agreement be and is hereby approved, ratified and confirmed;

(c) the Directors be and are hereby authorised to do for and on behalf of the Company all things, including, but without limitation to, the execution of documents and the making of applications to relevant authorities or institutions for approval or registration, as they may consider necessary, expedient or desirable to give effect to and implement the Transaction pursuant to the Asset Exchange Agreement, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Asset Exchange Agreement as they may in their discretion consider to be desirable and in the interest of the Company.”

1. “THAT subject to the passing of Ordinary Resolution No. 2 set out in the notice of the EGM, the proposal put forward by the 13th meeting of the Second Board of Directors of the Company to set off the accumulated losses with the aggregate balance of the capital reserve fund and general reserves of the Company immediately after the Asset Exchange Completion (as defined in the Announcement) (the “Proposal”), upon which the accumulated losses, capital reserve fund and general reserves of the Company would reflect those of the Company together with its subsidiaries, be and is hereby approved, confirmed and ratified, the Directors be and are hereby authorised to do all things as they may consider necessary, expedient or desirable to give effect to and implement the Proposal and to make such adjustment or variation of a non-material nature to the Proposal as they may in their discretion consider to be desirable and in the interest of the Company.”

2. “THAT subject to the passing of Ordinary Resolution No. 2 set out in the notice of the EGM:

(a) all rights and obligations to which TMICL is entitled or subject, as the case may be, under the Road Repair and Maintenance Agreement (as defined in the Announcement), a copy of which has been produced to the EGM marked “D” and signed by the chairman of the EGM for the purpose of identification, be and are hereby accepted and adopted and the assignment of the said rights and obligations by TMICL to the Company pursuant to the Road Repair and Maintenance Agreement be and is hereby accepted, adopted, confirmed and ratified in their entirety;

(b) the Road Repair and Maintenance Agreement be and is hereby approved, confirmed and ratified;

(c) the annual cap in respect of the total value of the expenses to be paid for the road repair and maintenance services contemplated under the Road Repair and Maintenance Agreement for any particular financial year of the Company within the period of the three financial years ending 31st December, 2002 shall not exceed the cap for any financial year as stipulated under the waiver application to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) from compliance of the requirements of Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) (which such cap will be announced in newspaper as soon as practicable);

(d) the transactions contemplated under the Road Repair and Maintenance Agreement are subject to the disclosure requirements and other conditions as may be imposed by the Stock Exchange, the Shanghai Stock Exchange, the Listing Rules and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “Shanghai Listing Rules”);

(e) the Directors be and are hereby authorised to do for and on behalf of the Company all things, including, but without limitation to, the execution of documents and the making of applications to relevant authorities or institutions for approval, registration, supplement, novation or waiver, as they may consider necessary, expedient or desirable to give effect to the acceptance and adoption of all that rights and obligations to which TMICL is entitled or subject, as the case may be, under the Road Repair and Maintenance Agreement in their entirety, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Road Repair and Maintenance Agreement as they may in their discretion consider to be desirable and in the interest of the Company.”

1. “THAT subject to the passing of Ordinary Resolution No. 2 set out in the notice of the EGM:

(a) all rights and obligations to which TMICL is entitled or subject, as the case may be, under the Sewage Water Processing Agreement (as defined in the Announcement), a copy of which has been produced to the EGM marked “E” and signed by the chairman of the EGM for the purpose of identification, be and are hereby accepted and adopted, and the assignment of the said rights and obligations by TMICL to the Company pursuant to the Sewage Water Processing Agreement be and is hereby accepted, adopted, confirmed and ratified in their entirety;

(b) the Sewage Water Processing Agreement be and is hereby approved, confirmed and ratified;

(c) the annual cap in respect of the total value of the services income derived from the provision of sewage water processing services contemplated under the Sewage Water Processing Agreement for any particular financial year of the Company within the period of the three financial years ending 31st December, 2002 shall not exceed the cap for any financial year as stipulated under the waiver application to the Stock Exchange from compliance of the requirements of Chapter 14 of the Listing Rules (which such cap will be announced in newspaper as soon as practicable);

(d) the transactions contemplated under the Sewage Water Processing Agreement are subject to the disclosure requirements and other conditions as may be imposed by the Stock Exchange, the Shanghai Stock Exhcange, the Listing Rules and the Shanghai Listing Rules;

(e) the Directors be and are hereby authorised to do for and on behalf of the Company all things, including, but without limitation to the execution of documents and the making of applications to relevant authorities or institutions for approval, registration, supplement, novation or waiver, as they may consider necessary, expedient or desirable to give effect to the acceptance and adoption of all that rights and obligations to which TMICL is entitled or subject, as the case may be, under the Sewage Water Processing Agreement in their entirety, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Sewage Water Processing Agreement as they may in their discretion consider to be desirable and in the interest of the Company.”

1. “THAT subject to the passing of Ordinary Resolution No. 2 set out in the notice of the EGM:

(a) the Lease Agreement (as defined in the Announcement), a copy of which has been produced to the EGM marked “F” and signed by the chairman of the EGM for the purpose of identification, be and is hereby approved, ratified and confirmed;

(b) the annual cap in respect of the total value of the rental expenses to be paid for the leasing of the office premises contemplated under the Lease Agreement for any particular financial year of the Company within the period of the three financial years ending 31st December, 2002 shall not exceed the cap as set out in rule 14.25(1) of the Listing Rules;

(c) the transactions contemplated under the Lease Agreement are subject to the disclosure requirements and other conditions as may be imposed by the Stock Exchange, the Shanghai Stock Exchange, the Listing Rules and the Shanghai Listing Rules;

(d) the Directors be and are hereby authorised to do for and on behalf of the Company all things, including but without limitation to, the execution of documents and the making of applications to relevant authorities or institutions for approval, registration or waiver, as they may consider necessary, expedient or desirable to give effect to the implementation of the Lease Agreement, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Lease Agreement as they may in their discretion consider to be desirable and in the interest of the Company.”

1. “THAT, subject to the passing of Special Resolution No.2 set out in the notice of the EGM, Mr. Wang Baodi, Mr. Li Guoping, Mr. Gong Suozhu, Mr. Zhang Peiyu, Mr. Li Hongxiang, Mr. Cao Bailin, Mr. Ning Peihai, Mr. Dong Yuhua, Mr. Wang Shizhong, Mr. Wang Xin, Mr. Zhang Dongmin, Mr. Lai Zhenguo, the incumbent executive Directors , shall be replaced by Ms. Ma Baiyu, Mr. Zhu Min, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Yueqing and Mr. Zhang Wenhui, and the said replacements will take effect from the date on which the Transaction becomes unconditional in all respects pursuant to the Asset Exchange Agreement save the taking place of the said replacements.”

2. “THAT, subject to the passing of Special Resolution No. 2 set out in the notice of the EGM, Mr. Wang Xiaotong, Mr. Guo Jun, Mr. Liu Hantao, Mr. Ji Chongwei and Mr. Feng Shupei, the incumbent non-executive Directors , shall be replaced by Mr. Li Weibin and Mr. Chan Boon Teong and the said replacements will take effect from the date on which the Transaction becomes unconditional in all respects pursuant to the Asset Exchange Agreement save the taking place of the said replacements.”

3. “THAT subject to the passing of Special Resolution No. 2 set out in the notice of the EGM, Mr. Li Zhonghan, Mr. Liu Fucun, Mr. Qiu Wentong, Mr. Huang Fugui, Mr. Wang Guosheng, Mr. Yao Jinqiang and Madam Wu Wei, the incumbent supervisors elected by shareholders of the Company, shall be replaced by Madam Yu Ruihua, Mr. Chen Baosen, Mr. Li Kaijian, Mr. Dou Zhenming and Mr. Shi Chunhua, and the said replacements will take effect from the date on which the Transaction becomes unconditional in all respects pursuant to the Asset Exchange Agreement save the taking place of the said replacements.”

4. “THAT, subject to the passing of Ordinary Resolutions Nos.7, 8 and 9 set out in the notice of the EGM, the board of Directors be and is hereby authorised to fix the remuneration of and sign for and on behalf of the Company service contracts and other incidental documents with the directors and supervisors of the Company.”

As Special Resolutions:

1. “THAT subject to the passing of Ordinary Resolution No. 2 set out in the notice of the EGM, the Chinese name of the Company be and is hereby changed from “天津渤海化工(集團)股份有限公司” to “天津創業環保股份有限公司” and the English name of the Company be and is hereby changed from “Tianjin Bohai Chemical Industry (Group) Company Limited” to “Tianjin Capital Environmental Protection Company Limited”.”

2. “THAT subject to the passing of Ordinary Resolution No. 2 and Special Resolution No.1 set out in the notice of the EGM, the following articles of the articles of association of the Company be and are hereby amended in the manner as set forth below, such amendments to become effective upon approval by and being recorded in the minutes of the EGM; the obtaining of the requisite approval from relevant governmental authorities of the People’s Republic of China (the “PRC”), and registration thereof by the State Administration of Industry and Commerce of the PRC:

(a) Article 1

(i) The third sentence of the first paragraph to be deleted in their entirety and be replaced by “The second amendment to the Articles of Association in the Company was undertaken on 22nd June, 1995 in accordance with the “Company Law of the People’s Republic of China” (“Company Law”), “State Council Special Regulations on Overseas Offering and Listing of Shares by Joint Stock Limited Companies” (“Special Regulations”), Mandatory Provisions for Articles of Association of Companies Listing Overseas” (“Mandatory Provisions”) and other relevant State laws and administrative regulations.”;

(ii) A statement be added to the end of the first paragraph as follows: “This third amendment to the Articles of Association of the Company was undertaken in accordance with the Company Law, the Securities Law of the PRC, Special Regulations, Mandatory Provisions, relevant laws and administrative regulations of the State, the Share Transfer Agreement between Tianjin Bohai Chemical Industry Group Corporation and Tianjin Municipal Investment Company Limited dated 10th October, 2000 and the Asset Exchange Agreement amongst the Company, Tianjin Bohai Chemical Industry Group Corporation and Tianjin Municipal Investment Company Limited dated 10th October, 2000.”

(iii) The business licence number “10306550” stated at the end of the second paragraph be changed to “企股津總字第009079號”

(iv) A statement be added to the end of the fourth paragraph as follows: “The promotor's shares in the Company were transferred to Tianjin Municipal Investment Company Limited pursuant to the Share Transfer Agreement.”

(b) Article 2: The Chinese name “天津渤海化工(集團)股份有限公司” be replaced by “天津創業環保股份有限公司” and the English name “Tianjin Bohai Chemical Industry (Group) Company Limited” be replaced by “Tianjin Capital Environmental Protection Company Limited;

(c) Article 3: The address, telephone number and facsimile number be deleted in its entirety and substituted therefor by the following:

“No.18, Jinlong Apartment
Shuishang Park North Road
Nankai District, Tianjin
the People's Republic of China
Post code: 300074
Telephone number: (022) 2352 3036
Facsimile number: (022) 2352 3100”

(d) Article 6: the words “the State Commission for Restructuring the Economic System of the PRC and the China Securities Regulatory Commission” be replaced by “the State Economic and Trade Commission”;

(e) Article 9 be deleted in its entirety and substituted therefor by the following:

“The objects of the Company's operation are: to abide by the laws of the State, to employ domestic and foreign capital, to set up an effective operation mechanism of a modern listed company, to make use of the advantage and integrated functions of the Company as a whole, to develop advanced products and technologies for infrastructural facilities. To expand the scope of the Company's operation, to minimize operation costs, to alleviate the quality and competitiveness of the Company, to accumulate capital for the Company, so that shareholders could be entitled to reasonable economic benefits.”

(f) The descriptions on the Company's scope of operations in Article 10 be deleted in their entirety and be substituted therefor by the following:

“The scope of operations of the Company includes the development, construction and management of urban infrastructural facilities; the provision of accessory facilities to and the development and operation of urban infrastructural facilities; the importation of technology and facilities for urban construction work; the financing, project development, construction and management of urban public road infrastructural facilities; the development and provision of environmental protection related products, facilities and technologies.”;

(g) the number of directors set out in Article 87 be changed from “19” to “9”;

(h) Article 89

(i) sub-clauses numbered 15 to 19 be deleted in their entirety;

(ii) sub-clause numbered 20 be re-numbered as sub-clause numbered 15;

(iii) the reference to sub-clause numbered 13 in the second paragraph be deleted;

(i) Article 106

(i) a sub-clause be inserted as the new sub-clause numbered 5 as follows: “to enact basic rules and regulations for the Company”;

(ii) the original sub-clauses numbered 5, 6, 7 and 8 be re-numbered as sub-clauses numbered 6, 7, 8 and 9;

(j) the number of supervisors set out in Article 111 be changed from “13” to “6”;

(k) Article 112 be deleted in its entirety and substituted therefor by the following:

“The supervisory committee consists of 6 members. One member of the supervisory committee shall be the representative of the employees of the Company and shall be democratically elected and removed by the employees of the Company. The rest of the members of the supervisory committee shall be elected and removed by shareholders in general meeting.”

(l) Chapter 15 (including Articles numbered 139 to 141) be deleted in its entirety. The numbers of sequence of the subsequent chapters and articles be re-numbered accordingly and corresponding changes be made to the index of the Articles of Association;

(m) Article 189: the definition of “Company” at the original Article 189, which shall be changed to Article 186 pursuant to paragraph (l) of this special resolution, be changed from “Tianjin Bohai Chemical Industry (Group) Company Limited” to “Tianjin Capital Environmental Protection Company Limited”;

and the Directors be and are hereby authorised to execute and do and procure to be executed and done all such documents, acts and things (including but without limitation to making of applications for approval of and registration with all relevant government departments and other regulatory authorities and agencies) which in their opinion may be necessary, expedient or desirable to give effect to the above amendments.”

1. “THAT

(a) The words “38,485,000 legal person shares were issued to other enterprise legal persons and 43,515,000 employee individual shares were issued to internal employees, aggregating a total of 921,020,000 shares representing 69.25% of the total number of ordinary shares which may be issued by the Company” in article 16 of the articles of association of the Company be deleted in their entirety and be substituted therefor by the following:

“representing 63.09% of the total ordinary shares which could be issued by the Company, and were transferred to Tianjin Municipal Investment Company Limited subsequently”

(b) Article 17 of the articles of association of the Company be and is hereby deleted in its entirety and substituted therefor by the following:

“After the establishment of the Company, the Company issued 452,495,000 ordinary shares, 340,000,000 of which were overseas listed foreign shares (H shares), representing 25.56% of the total number of ordinary shares which may be issued by the Company, and 112,495,000 of which were domestically listed domestic shares (A shares), representing 8.46% of the total number of ordinary shares which may be issued by the Company.

The structure of the share capital of the Company is 1,330,000,000 ordinary shares, 839,020,000 of which are State shares held by Tianjin Municipal Investment Company Limited, representing 63.09% of the total share capital; 38,485,000 of which are legal person shares, representing 2.89% of the total share capital; 112,495,000 of which are domestically listed domestic shares (A shares), representing 8.46% of the total share capital; 340,000,000 of which are overseas listed foreign shares (H shares), representing 25.56% of the total share capital.”

and the Directors be and are hereby authorised to execute and do and procure to be executed and done all such documents, acts and things (including but without limitation to making of applications for approval of and registration with all relevant government departments and other regulatory authorities and agencies) which in their opinion may be necessary, expedient or desirable to give effect to the above amendments.”

By order of the board
Chen YuanzhenCompany SecretaryTianjin, the PRC, 2nd November, 2000

Notes:

1. Holders of the Company's shares (“Shares”) who, immediately after the close of trading in the afternoon on 17th November, 2000, are registered on the Register of Members of the Company as shareholders of the Company (“Shareholders”) shall have the right to attend the EGM. The Company's Register of Members will be closed from 18th November, 2000 to 20th December, 2000, both dates inclusive.

2. Shareholders who intend to attend the EGM are asked to send the completed and signed reply slip for attendance to the Secretarial Office of the Board at No.10, Hubei Road, Heping District, Tianjin, the PRC (the “Secretarial Office”) or for the Company's H Shares, also at HKSCC Registrars Limited at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong (“HKSCC”) on or before 29th November, 2000 by hand, by post or by fascimile. The written reply will not affect Shareholder's rights to attend and vote at the EGM, but the EGM may not be convened as scheduled if the Company does not receive reply slips from holders of more than 50% of the Shares that are entitled to vote at the EGM.

3. Each Shareholder having the rights to attend and vote at the EGM is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxies be appointed by one Shareholder, such proxies shall only exercise their voting rights on a poll. Each Shareholder (or his proxy) shall be entitled to one vote for each share held.

4. Shareholders could appoint a proxy by an instrument in writing (i.e., by using the proxy form, or a copy thereof, enclosed in the circular to be despatched to Shareholders, the (“Proxy Form”). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified, if the person appointing the proxy is a legal person, then the Proxy Form shall be under a legal person's chop or be signed by its director or an attorney duly authorised in writing. To be valid, the Proxy Form and notarially certified power of attorney or other documents of authorisation must be delivered either to the Secretarial Office or, for the Company's H Shares, also to HKSCC not less than 24 hours before the time appointed for the holding of the EGM.

If the proxy is a legal person, its legal representative or such person authorised by resolution of its directors or other governing body to act as its representative may attend the EGM.

1. Shareholders or their proxies shall present proofs of their identity upon attending the meeting. Should a proxy be appointed, the proxy shall also present the Proxy Form.

2. Tianjin Bohai Chemical Industry Group Limited and Tianjin Municipal Investment Company Limited (as the case may be) undertake that they and their respective associates will abstain from voting on Ordinary Resolutions Nos. 1, 2, 4, 5 and 6 at the EGM.

3. The EGM is expected to last for half a day. Shareholders and proxies attending the EGM shall be responsible for their own travelling expenses and accommodation.

4. Please refer to the Announcement for details and explanations of the matters to be resolved at the EGM.

5. Please refer to the addendum attached to this notice of EGM for biographies of the proposed Directors and proposed Supervisors elected by Shareholders.

ADDENDUM

Brief description of candidates for Directors

Ms. Ma Baiyu (馬白玉), aged 38, is the general manager of TMICL. Ms. Ma graduated from Nan Kai University in 1996 with a master’s degree in economics. Ms. Ma joined the Urban Construction Bureau in 1985 as an assistant supervisor and a lecturer. From 1996 to 1998, Ms. Ma worked as the chief economist in Tianjin Road Construction and Development Company Limited (天津公路建設發展有限公司) and subsequently joined TMICL in 1998 as general manager. Ms. Ma has over ten years' experience in the urban construction industry.

Mr. Zhumin (朱敏), aged 46, is the head of Tianjin Road & Bridge Department (天津市道路橋樑管理處). Mr. Zhu graduated from Tianjin University with a master degree in Business Administration. Mr. Zhu has over fifteen years' experience in the road and bridge construction industry. Since December 1993, Mr. Zhu has held a number of senior positions ranging from the head of the Equipment Division of the Urban Construction Bureau to the head of Tianjin Road & Bridge Department.

Mr. An Pindong (安品東), aged 32, has been the assistant chief accountant of TMICL since December 1999. Mr. An graduated from Tianjin Finance Institute in 1991 with a bachelor degree in accountancy. From 1992 to 1997, Mr. An was involved in the Hu Ning Expressway project and was responsible for the accounting and finance functions of such project. In 1997, he was transferred to Tianjin Jin Zheng Transportation Development Company Limited (天津津政交通發展有限公司) as a finance manager.

Mr. Gu Qifeng (顧啟峰), aged 34, has been the chief engineer of TMICL since November 1998. Mr. Gu graduated from Tong Ji University with a master’s degree in engineering. Prior to joining TMICL, Mr. Gu held various senior positions in the Urban Construction Bureau (天津市市政工程局). Mr. Gu was responsible for the supervision of the construction of Ji Qing Expressway, Hu Ning Expressway and Dang Jin Expressway.

Mr. Wang Yueqing (王月清), aged 56, is the chief accountant of the Tianjin Sewage Management Division (天津市排水管理處). Mr. Wang has held various senior positions in Urban Construction Bureau since 1964, ranging from assistant supervisor, head of finance department and chief accountant of Tianjin Sewage Management Division.

Mr. Zhang Wenhui (張文輝), aged 45, has been the head of Tianjin Sewage Management Division since August 1994. Mr. Zhang graduated from Tianjin University with a master degree in Business Administration. Mr. Zhang has held various senior positions in the Tianjin Sewage Management Division since 1980, ranging from deputy head of Tianjin Sewage Management Division -- No. 4 Branch (天津市排水管理處四所) to deputy head of the Tianjin Sewage Management Division.

Mr. Li Weibin (李偉斌), aged 39, is a senior partner of Li & Partners, a firm of solicitors in Hong Kong. He graduated from the Chinese University of Political Science and Law in Beijing, the PRC, the Postgraduate School of the Chinese Academy of Social Sciences in Beijing, the PRC and the University of Hong Kong with a Bachelor of Laws degree, a Master of Laws degree and a Bachelor Degree in Common Law respectively. Mr. Li is admitted to practice law in the PRC, Hong Kong and England and Wales. He is the first PRC lawyer admitted in Hong Kong to practice the laws of Hong Kong. Mr. Li is also a China-Appointed Attesting Officer and has worked in the legal field for 15 years.

Mr. Chan Boon Teong (曾文仲), aged 58, is the chairman and one of the founders of Coastal Realty Group Ltd, shares of which are listed on the Stock Exchange. He graduated from the Imperial College of the University of London, United Kingdom with a bachelor degree in Electrical Engineering and also holds master degrees in Electrical Engineering and Operational Research from the Polytechnic University of New York City in the United States. He has over thirty years’ experience in commercial, industrial and real estate business in the Southeast Asia region. He also served as a director of the Kowloon Stock Exchange. He is a director of TPV Technology Limited, the shares of which are listed in Hong Kong, and a director of United World Chinese Commercial Bank Limited, a listed company in Taiwan. Mr. Chan is a member of the National Chinese People's Political Consultative Conference and a member of the Standing Committee of the Fujian Province Chinese People's Political Consultative Conference. He is also a member of the 8th Standing Committee of the Overseas Chinese Association in the PRC.

Brief description of candidates for Supervisors

Ms. Yu Ruihua (于瑞華), aged 54, engineer, is the supervisor of the labour union, deputy secretary of the Party Committee and human resources manager of TMICL. Ms. Yu graduated from Tianjin University in 1970. She has held various positions in the Urban Construction Bureau, Tianjin Sewage Management Division and Tianjin Municipal No.2 Road Construction Company Limited. From 1984 to 1998, she worked as the deputy head of staff section, head of human resources department and supervisor of Tianjin Municipal No.2 Road Construction Company Limited. In 1999, she joined TMICL.

Mr. Chen Baosen (陳寶森), aged 48, is the assistant manager of the human resources department of TMICL. From 1984 to 1995, Mr. Chen held various staff-related positions in the Urban Construction Bureau. In 1993, he joined Tianjin Municipal No.2 Road Construction Company Limited as a deputy head of the human resources department. He joined TMICL in June 2000.

Mr. Li Kaijian (李凱建), aged 48, has been the Dean of Tianjin Urban Construction Design Institute since January 2000. Mr. Li graduated from Tianjin Economic and Management Institute in 1985. He joined the Urban Construction Bureau in 1976 and has held various positions ranging from technician to assistant general manager. In 1995, Mr. Li was appointed as the chairman and general manager of Tianjin No.2 Urban Highway Construction Company Limited.

Mr. Dou Zhenming (寶振明), aged 49, is the general manager of Tianjin Ban Hai Urban Construction Development Company Limited (天津濱海市政工程建設公司). From 1992 to 1997, Mr. Dou was the assistant manager of Tianjin Urban Construction Company Limited. From 1982 to 1992, he has held various positions in Tianjin No.2 Urban Construction Company Limited.

Mr. Shi Chunhua (史春華), aged 36, is the deputy head of the internal audit department and finance department of Tianjin Urban Bureau. Mr. Shi graduated from Tianjin Finance Institute in 1998 with a degree in auditing.