Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2006

Apr 20, 2006

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

(Stock Code: 1065)

PROXY FORM OF SHAREHOLDERS 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][1)] shares (the “ Shares ”) of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Company Limited (the “ Company ”), is/are the shareholder(s) of the Company, and HEREBY APPOINT (note 3) THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING

or

as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) at 10:30 a.m. on 29th May 2006 (or at any adjournment thereof) and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolution as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit. My/our proxy will also be entitled to vote on any matter properly put to the EGM in such manner as he/she thinks fit.

Ordinary Resolution	For (note 4)Against (note 4)	For (note 4)Against (note 4)	For (note 4)Against (note 4)	For (note 4)Against (note 4)	For (note 4)Against (note 4)
1. To approve the Sewage Water Processing Interim Service
Agreement dated 20th March 2006 entered into between Tianjin
Sewage Company and the Company, and the Cap Amounts	(as
defined in the circular of the Company dated 11th April 2006) as
set out in the Ordinary Resolution of the notice of the EGM dated
11th April 2006.

Date: 2006 Signature(s) [(note][5)] :

Notes:

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

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

3. If any proxy other than the Chairman of the EGM is preferred, strike out “the Chairman of the extraordinary general meeting” and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend 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.

4. Important: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. 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.

6. In order to be valid, this form of proxy and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM or any adjournments thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournments thereof should you so wish.

7. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the form of proxy duly completed and signed as well as the proof of identification of the proxy.

8. This form of proxy shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 6; and the other copy shall be produced upon the EGM by the proxy of the shareholder of the Company pursuant to Note 7.

9. Completion and delivery of this form of proxy will not prelude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

10. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

11. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

12. The resolution set out in this proxy form is only summary. The full text is set out in the “Notice for convening the EGM”.