Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2003

Nov 4, 2003

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

NOTICE OF CONVENING THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Tianjin Capital Environmental Protection Company Limited (the “Company”) will be held at 10:30 a.m. on 20th December, 2003 at the Conference Room on the 4th Floor of the Company at 45 Guizhou Road, Heping District, Tianjin, the People’s Republic of China (the “PRC”) for the purpose of considering and passing the following resolutions:

• I. As ordinary resolutions:

• To consider and approve the proposal in respect of the election of six nominees as members of the third board of directors (one of whom is Ms. Ma Baiyu) of the Company (Annex 1) and the election of Mr. Ko Po Ming as an independent non-executive director of the third board of directors of the Company (the declaration made by Mr. Ko Po Ming and the nominator is attached in Annex 2);

• To consider and approve the proposal in respect of the remuneration for members of the third board of directors of the Company (Annex 3);

• To consider and approve the proposal in respect of the application of Mr. Wang Zhanying for the resignation as a supervisor of the Company;

• To consider and approve the proposal in respect of the election of four nominees as supervisors of the third supervisory committee (one of whom is Mr. Zhang Wenhui) (Annex 4);

• II. As special resolutions:

• To consider and approve the proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” of the Company (Annex 5);

• To consider and approve the proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting” of the Company (Annex 6);

• To consider and approve the proposal in respect of the amendment of the Articles of Association of the Company (Annex 7).

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III. Other business

Details of Annexes 1 to 7, together with the notice of the EGM, will be despatched to the H Shares’ shareholders of the Company in the form of a circular on the date of this announcement.

By order of the Board Fu Yana Ip Pui Sum Company Secretaries

Tianjin, the PRC 3rd November, 2003

Notes:

1. The register of members of the Company’s H Shares will be closed from 19th November, 2003 to 20th December, 2003 (both days inclusive). The shareholders of the Company (the “Shareholders”) who are registered on the Company’s register at the close of afternoon trading hours on 18th November, 2003 will be entitled to attend the EGM.

2. Shareholders who are entitled to attend and vote at the EGM shall appoint one or more persons (whether a shareholder or not) as his proxy to attend and vote on his behalf. If more than one proxy is appointed by a Shareholder, such proxies will only be entitled to vote on a poll.

3. Shareholders appointing a proxy to attend the EGM and vote on his behalf shall be made in writing by the proxy form enclosed herewith. The proxy form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. In order to be valid, the proxy form signed by an attorney shall be submitted with the power of attorney or other documents of authorisation notarially certified to the following office address of the Company in not less than 24 hours before the time appointed for the holding of the EGM.

4. Shareholders or their proxies who intend to attend the EGM shall deliver the completed and signed reply slip for attendance to the secretary’s office of the board of directors on or before 30th November, 2003 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.

5. Shareholders or their proxies shall present proofs of their identities upon attending the EGM. Attorneys shall also present the power of attorney or other documents of authorisation.

6. It is expected that the EGM will last for half day. Shareholders who attend the EGM shall be responsible for their own travelling and accommodation expenses.

Address of the Company’s office: 45 Guizhou Road, Heping District, Tianjin, the PRC Postal code: 300051

Telephone No.: 86-22-23523036

Facsimile No.: 86-22-23523100

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Reply Slip

To: Tianjin Capital Environmental Protection Company Limited

I/We intend to attend (in person or by proxy) the EGM of the Company to be held at 4/F., Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the People’s Republic of China (the “PRC”) at 10:30 a.m. on 20th December, 2003.

Signature(s):

Date:		2003	2003
Name
Shareholding (A/H Share*)
Identity	Card/Passport No.*
Shareholder code
Correspondence address
Telephone No.

Notes:

1. Please insert full name(s) and address(es) in English and Chinese in block capital(s) (Holders of A Shares shall only insert name(s) in Chinese).

2. Please enclose copy(ies) of Identity Card/Passport and evidence to shareholding together with the reply slip.

3. • Please delete where it is inappropriate.

4. This completed and signed reply slip shall be delivered to the office address of the Company at 45 Guizhou Road, Heping District, Tianjin, the PRC on or before 30th November, 2003 by hand, by post or by fax.

Postal code: 300051 Telephone No.: 8622-23523036 Facsimile No.: 8622-23523100

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PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING

The number of H Shares to which this proxy form relates [(Note][1)]

I/We [(note][2)]

of

being the registered holders of (note 3) H Shares in Tianjin Capital Environmental Protection Company Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or [(note][4)]

as my / our proxy(ies) to attend and act for me / us at the Extraordinary General Meeting (“EGM”) of the Company to be held at 4th Floor, Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the People’s Republic of China at 10:30 a.m. on 20th December, 2003 or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my / our proxy(ies) think(s) fit.

	Resolutions			For (note 5)	Against (note 5)
	Ordinary Resolutions
	1. To consider and approve the proposal in respect of the
	election of six nominees as members of the third board
	of directors (one of whom is Ms. Ma	Baiyu)	and the
	election of Mr. Ko Po Ming as an independent
	non-executive director of the third board of directors
	of the Company;
	Ma Baiyu (note 6)
	Gu Qifeng (note 6)
	An Pindong (note 6)
	Wang Zhanying (note 6)
	Fu Yana (note 6)
	Tan Zhaopu (note 6)
	Ko Po Ming (note 6)
	2. To consider and approve the proposal in respect of the
	remuneration for members of the third board of
	directors of the Company;
	3. To consider and approve the proposal in respect of the
	application of Mr. Wang Zhanying for	the resignation
	as a supervisor of the Company;
	4. To consider and approve the proposal in respect of the
	election of four nominees as supervisors of the third
	supervisory committee (one of whom is Mr. Zhang
	Wenhui);
	Zhang Wenhui
	Wen Qiuli
	Nie Youzhuang
	Hou Xiaojin

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• Special Resolutions

• 1. To consider and approve the proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” of the Company;
• 1. To consider and approve the proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting” of the Company;
• 1. To consider and approve the proposal in respect of the amendments of the Articles of Association of the Company.

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Date: 2003 Signature(s) [(note][7)] :

Notes:

1. Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the name(s) and address(es) (as shown in the register of members) in block capital(s).

3. Please insert the number of all the Shares in the Company registered in your name(s).

4. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out “the Chairman of the Extraordinary General Meeting” and insert the number of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxies to amend and vote at the EGM. The proxy needs not be a member of the Company. Any alteration made to this form of proxy must be signed by the person who signs it.

5. Important: If you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. In the absence of any such indication, it will be deemed as abstention.

6. Failure to tick either box will entitle your proxy to cast your vote at his discretion.

7. Important: Cumulative voting system is adopted for director election. If you wish to vote for a director candidate, state the number of votes you wish to vote for such candidate. “Against” votes will not be counted for this resolution.

8. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.

9. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarised copy of that power of attorney or other authority, must be deposited at the Company’s office in Tianjin at No. 45 Guizhou Road, Heping District, Tianjin, the PRC (Postal Code: 300051) or by fax at 8622-23523100 in not less than 24 hours before the time appointed for the holding of the EGM.

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1. A proxy, on behalf of the Shareholder, attending the Extraordinary General Meeting shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy.

2. This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 8; and the other copy shall be produced upon the Extraordinary General Meeting by the proxy of the Shareholder pursuant to Note 9.

3. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish to.

4. The resolutions are only a summary thereof, the full text of which is set out in the Notice of Extraordinary General Meeting.

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

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