Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2001

Apr 26, 2001

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

Additional Resolution for approval at the
Annual General Meeting 2000

The Board of Tianjin Capital Environmental Protection Company Limited refer to the announcement of the Company dated 16th March, 2001 in relation to the Notice of Annual General Meeting 2000 regarding the ordinary and special resolutions to be passed in the ninth Annual General Meeting of the members of the Company.

The Board wishes to announce that an additional resolution (as stated below) will be put forward for approval by the Shareholders at AGM to be held on 8th May, 2001 in relation to the granting of mandate to the Board to allot and issue new H Shares.

The board of directors (the “Board”) of Tianjin Capital Environmental Protection Company Limited (the “Company”) refer to the announcement of the Company dated 16th March, 2001 (the “Announcement”) in relation to the Notice of Annual General Meeting 2000 regarding the ordinary and special resolutions to be passed in the ninth Annual General Meeting (“AGM”) of the members of the Company.

Tianjin Municipal Investment Company Limited, the controlling shareholder of the Company, proposed to the Board to put forward an additional resolution (as stated below) at AGM to be held at Buckingham Palace Room, Tianjin Lizunde Hotel, 33 Taiyezhuan Road, He Ping District, Tianjin, the People's Republic of China (the “PRC”) on 8th May 2001 at 9:00 a.m. to grant the mandate to the Board to allot and issue new H Shares. The Board by a written resolution dated 25th April, 2001 resolved to put forward this additional resolution to this effect for the approval by the shareholders of the Company (the “Shareholders”) at AGM.

Accordingly, the Board announces that the following resolution will be put forward for approval by the Shareholders at AGM:-

By way of special resolution:

To consider and approve the following proposal and granting mandate to the Board to allot and issue new H Shares:

(a) subject to paragraphs (c) and (d) and pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (as amended from time to time) (the “Listing Rules”) and the Company Law of the People's Republic of China (the “PRC Company Law”) and other relevant regulations, the exercise by the Board of all the powers of the Company to allot and issue new H Shares, either separately or concurrently during the Relevant Period and the exercise of powers by the Board to determine the terms and conditions for the allotment and issuance of new H Shares including the following terms are hereby generally and unconditionally approved:

(1) quantity of new H Shares to be issued;

(2) issue price of the new H Shares;

(3) the starting and closing time for the issue;

(4) quantity of the new H Shares to be issued to existing shareholders; and

(5) the making or granting of offers, agreements and options which might require the exercise of such powers.

(b) The approval in paragraph (a) shall authorize the Board during the Relevant Period to make grant offers, agreements and options which would or might be exercised after the end of the Relevant Period.

(c) The aggregate nominal amount of overseas listed foreign shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to issue of shares by conversion of the statutory surplus reserve into capital in accordance with the PRC Company Law and the Articles of Association of the Company (the “Articles”) and other relevant regulations, shall not exceed twenty per cent (20%) of the existing overseas listed foreign shares of the Company.

(d) The Board has:

(1) to comply with the PRC Company Law and other relevant regulations and the Listing Rules and;

(2) to obtain the approval of the China Securities Regulatory Commission upon the exercise of the powers pursuant to paragraph (a) above.

(e) For the purpose of this Resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(1) twelve months from the date of passing this resolution;

(2) the conclusion of the next annual general meeting of the Company; and

(3) the revocation or variation of the mandate granted under this resolution by special resolution of the shareholders in general meetings.

(f) The Board, subject to the approval of the relevant authorities and in accordance with the PRC Company Law, be authorised to increase the registered share capital of the Company to the respective amount upon the exercise of the powers pursuant to paragraph (a) above.

(g) Subject to the approval of the relevant PRC authorities, the Board be authorised to make appropriate and necessary amendments to the Articles to reflect the alteration of the share capital of the Company pursuant to this mandate.

By order of the Board
Ma BaiyuChairmanTianjin, the PRC, 25th April, 2001

Notes:

(1) The register of members of the Company's H Shares will be closed from 7th April, 2001 to 8th May, 2001, both days inclusive, for the purpose of determining a shareholder's list for the meeting. The last lodgement for share transfer must have been already made on 6th April, 2001 at HKSCC Registrars Limited at or before 4:00 p.m..

(2) Each Shareholder having the rights to attend and vote at AGM is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one Shareholder, such proxies should only exercise their voting rights on a poll.

(3) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the proxy form [to be delivered to the H Shares Shareholders on the even date]). 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. To be valid, the proxy form and notarially certified power of attorney or other documents of authorisation must be delivered to the registered address of the Company in not less than 24 hours before the time scheduled for the holding of AGM.

(4) Shareholders or their proxies shall present proofs of their identities upon attending the meeting. Should a proxy be appointed, the proxy shall also present the proxy form.

(5) The meeting is expected to last for about half a day. The Shareholders and proxies attending the meeting shall be responsible for their own travelling and accomodation expenses.

The Company's registered address:		No.18 Jinlong Apartment Shuishang Park North Road, Nankai District, Tianjin, the PRC
Postal code:	300074
Telephone:	86-22-2352-3036
Facsimile:	86-22-2352-3100