Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

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

(Stock code: 1065)

NOTICE FOR CONVENING THE 2ND EXTRAORDINARY GENERAL MEETING IN 2004

NOTICE IS HEREBY GIVEN that 2nd extraordinary general meeting in 2004 (the “EGM”) of Tianjin Capital Environmental Protection Company Limited (the “Company”) will be held at 10:30 a.m. on 15th June 2004 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”) to transact the following matters:

I. As ordinary resolution:

to consider and approve the “cap amounts of the Ongoing Connected Transactions Waiver:

The Ongoing Connected Transactions have been approved by the Independent Shareholders at the extraordinary general meeting of the Company on 12th November 2001 and a waiver from strict compliance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) was granted by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) to the Company on 21st November 2001. The said waiver expired on 31st December 2003. The Company has made an application to the Stock Exchange for the renewal of the waiver from strict compliance with the relevant requirements of the Listing Rules for a period of three financial years ending 31st December 2006. An announcement on the same was published on 13th April 2004 in Shanghai Securities, Hong Kong Wen Wei Po and The Standard.

In the proposed renewal of waiver in relation to the Ongoing Connected Transaction, the new cap amount for the Sewage Water Processing Agreement remains the same as 95% of the total revenues in the expired waiver, whereas the new cap amount for the Sewage Water Plants Fee Agreement will be 48%, 25% and 0% of the total revenues of the Group for the three years ending 31st December 2006, respectively. After consideration of the historical figures, and the estimated stage of completion of the respective Sewage Water Treatment Plants, the amount of Sewage Water Plants Fee receivable and the amounts of sewage water processing fee receivable, the Company considers that the new cap amounts are fair and reasonable.

For details of the above Ongoing Connected Transactions, please refer to the announcement published on Shanghai Securities, Hong Kong Wen Wei Po and The Standard on 13th April 2004, and the Shareholder’s circular to be dispatched to the Company’s shareholders with this notice for convening extraordinary general meeting.)”

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

Tianjin, the PRC 30th April 2004

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Notes:

• (1) The register of members of the Company’s H shares will be closed from 15th May 2004 to 15th June 2004 (both days inclusive) for the purpose of determining the shareholders’ list for the EGM. Shareholders of the Company (the “Shareholders”) who are registered in the register of members after the close of trading in the afternoon session on 14th May 2004 are 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 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 25th May 2004 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) Details of the cap amounts of the waiver of the Ongoing Connected Transactions together with the notice of the EGM, will be despatched to the H shares shareholders in the form of a circular on the date of this announcement.

• (7) It is expected that the EGM will last for half a 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 15th June 2004.

Signature(s):

Date: 2004 Name Shareholding (A/H Share*) Identity Card/Passport No.* Shareholder code Correspondence address Telephone No.

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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 25th May 2004 by hand, by post or by fax.

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

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

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