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

Jan 24, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Company Limited, you should at once hand this circular to the purchaser or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Stock Code: 1065)

DISCLOSEABLE TRANSACTION ACQUISITION OF ASSETS

A letter from the Board is set out on pages 4 to 8 of this circular.

24th January, 2006

CONTENTS

		Page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Assets Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Reasons for	and benefits of the Assets Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . .	6
Information	of Qujing Sewage Water . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information	of the Transferred Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information	of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Discloseable	transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
Appendix —	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the content requires otherwise:

“A Shares”	Renminbi-denominated domestic shares of nominal value of
	RMB1.00 each in the ordinary share capital of the Company
“Assets Transfer Agreement”	an assets transfer agreement entered into between Qujing
	Capital and Qujing Sewage Water in relation to the transfer of
	the Transferred Assets dated 31st December, 2005
“associates”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“business days”	any day (other than a Saturday and a Sunday or days on which
	a typhoon signal No.8 or above or a black rainstorm signal is
	hoisted at 9 a.m. and remains hoisted for more than three
	hours) on which banks in Hong Kong were generally open for
	business throughout their normal business hours
“Company”	Tianjin Capital Environmental Protection Company Limited ( ), a joint stock limited company
	established in the PRC whose A Shares and H Shares are
	listed on the Shanghai Stock Exchange and the Stock
	Exchange respectively
“Consideration”	RMB290,081,434.64, the consideration for the acquisition of
	the Transferred Assets
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“H Shares”	overseas listed foreign shares in the ordinary share capital of
	the Company, with a nominal value of RMB1.00 each, which
	are listed on the Stock Exchange
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third Party”	independent third party not connected with the directors,
	chief executives or substantial shareholders of the Company
	or any of its subsidiaries or their respective associates
“Latest Practicable Date”	18th January, 2006, being the latest practicable date prior to
	the printing of this circular for ascertaining information
	contained therein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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DEFINITIONS

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|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Operation|Licence”|the|operation|licence|granted|by|Qujing|City|Construction|
|Bureau|to|Qujing|Capital|to|manage|and|operate|the|Water|
|Supply|Plants|and|the|Sewage|Water|Treatment|Plant|under|
|the|licensed|operation|agreement|dated|31st|December,|2005|
|entered|into|between|Qujing|Capital|and|Qujing|City|
|Construction|Bureau|
|“Portion”|The|portion|of|the|Water|Supply|Plants|and|the|Sewage|Water|
|Treatment|Plant|which|was|injected|into|Qujing|Capital|by|
|Qujing|Sewage|Water|as|its|capital|contribution|to|the|
|registered|capital|of|Qujing|Capital.|This|portion|worths|
|RMB11,918,565.36|and|mainly|includes|certain|clear|water|
|pools,|sediment|reaction|pools,|chlorine|pools,|siphon|filter|
|pools,|walkways,|roads,|walls|and|pipes|of|the|Water|Supply|
|Plants|I|and|II.|Since|the|portion|was|used|as|the|capital|
|contribution|by|Qujing|Sewge|Water|to|the|registered|capital|
|of|Qujing|Capital,|the|exclusion|of|the|portion|will|not|affect|
|the|operation|of|the|Water|Supply|Plants|I|and|II|
|“PRC”|the|People’s|Republic|of|China|
|“Qujing|Capital”|(Qujing|Capital|Water|Treatment|
|Company|Limited),|a|company|established|in|the|PRC|on|20th|
|December,|2005,|with|the|registered|capital|of|
|RMB120,000,000,|of|which|RMB108,081,434.64,|
|representing|90.07%|of|the|registered|capital,|is|contributed|
|by|the|Company,|and|RMB11,918,565.36,|representing|9.93%|
|of|the|registered|capital,|is|contributed|by|Qujing|Sewage|
|Water|
|“Qujing|Sewage|Water”|(Qujing|City|Recycled Water|Supply|and|
|Sewage|Water|Treatment|Corporation),|a|State-owned|
|enterprise|established|in|the|PRC|in|1960|
|“RMB”|Renminbi,|the|lawful|currency|of|the|PRC|
|“Sewage|Water|Treatment|Plant”|the|sewage|water|treatment|plant|was|constructed|in|1999|and|
|is|located|at|Qi|Lin|District,|Qujing|City,|together|with|all|
|buildings,|constructions,|equipment,|facilities|and|other|
|assets|constructed|thereon.|Daily|processing|capacity|is|
|80,000|tonnes|
|“SFO”|the|Securities|and|Futures|Ordinance|(Chapter|571|of|the|
|Laws|of|Hong|Kong)|(as|amended|from|time|to|time)|
|“Shareholders”|holders|of|Shares|
|“Shares”|A|Shares|and|H|Shares|

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DEFINITIONS

“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transferred Assets”	All rights (excluding the ownership of the land) and interests
	of the Water Supply Plants (including the water supply
	network and pumping stations) and the Sewage Water
	Treatment Plant, together with all relevant menus, summaries,
	memorandums, plans and documents required for the
	operation and management of the Water Supply Plants and the
	Sewage Water Treatment Plant, but excluding the Portion
	which Qujing Sewage Water injected into Qujing Capital as
	its capital contribution to the registered capital of Qujing
	Capital for the amount equivalent to RMB11,918,565.36
“Water Supply Plants”	the water supply plants I to III which are all located at Qi Lin
	District, Qujing City, together with all buildings,
	constructions, equipment, facilities and other assets
	constructed thereon. Water supply plants I, II, and III were
	constructed in 1990, 2002, and 1999 respectively
“%”	per cent

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LETTER FROM THE BOARD

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

Executive Directors: Ms. Ma Baiyu (Chairman) Mr. An Pingdong Mr. Gu Qifeng Mr. Wang Zhanying Mr. Tan Zhaofu Ms. Fu Yana

Registered address: No. 45 Guizhou Road Heping District Tianjin the PRC Postal Code: 300051

Independent non-executive Directors:

Mr. Wang Xiangfei Mr. Gao Zongze

Mr. Ko Poming

24th January, 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITION OF ASSETS

INTRODUCTION

On 9th January, 2006, the Board announced that on 31st December, 2005, Qujing Capital, a non wholly-owned subsidiary of the Company, entered into the Assets Transfer Agreement with Qujing Sewage Water, an Independent Third Party, to purchase the Transferred Assets at the Consideration of RMB290,081,434.64. The Board also announced that the terms of the Assets Transfer Agreement were approved by the Board. The purpose of this circular is to provide you with details of the Assets Transfer Agreement.

ASSETS TRANSFER AGREEMENT

The major terms of the Assets Transfer Agreement are set out below:

Date : 31st December, 2005 Parties : Vendor: Qujing Sewage Water, an Independent Third Party Purchaser: Qujing Capital, a non wholly-owned subsidiary of the Company

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LETTER FROM THE BOARD

• Transferred Assets : All rights (excluding the ownership of the land) and interests of the Water Supply Plants (including the water supply network and pumping stations) and the Sewage Water Treatment Plant, together with all relevant menus, summaries, memorandums, plans and documents required for the operation and management of the Water Supply Plants and the Sewage Water Treatment Plant, but excluding the Portion of which worths RMB11,918,565.36. Since the Portion was used by Qujing Sewage Water as its capital contribution to the registered capital of Qujing Capital, the exclusion of the Portion will not affect the operation of the Water Supply Plants I and II.

• Consideration : RMB290,081,434.64. The Consideration is calculated by reference to (i) the assessed value, i.e. approximately RMB256.09 million, in the valuation report of the Water Supply Plants and the Sewage Water Treatment Plant but excluding the Portion; and (ii) the payment of the land use rights where the Water Supply Plants and the Sewage Water Treatment Plant situated at, i.e. the remaining amount of the Consideration, which amounted to approximately RMB33.99 million, and this amount is fixed by the State-owned Assets Administrative Commission of Qujing ( ) (the “ Commission ”). Qujing Capital will pay the Consideration in accordance with the payment terms stated below.

• Payment Terms : (i) Within 15 business days upon the signing of the Assets Transfer Agreement between Qujing Capital and Qujing Sewage Water and the transfer of property rights of the Transferred Assets from Qujing Sewage Water to Qujing Capital, Qujing Capital shall pay the People’s Government of Qujing City or any of its authorised authority 40% of the Consideration in cash; and

• (ii) Within 15 business days after obtaining the Operation Licence i.e. 1st January, 2006, Qujing Capital shall pay the People’s Government of Qujing City or any of its authorised authority the remaining 60% of the Consideration in cash.

If Qujing Capital fails to pay the Consideration according to the payment terms of the Assets Transfer Agreement, default interest shall accrue on any outstanding part of the Consideration at the default interest rate by reference to the number of days of default. The default interest rate shall be the interest rate published by the People’s Bank of China for the one-year loan at the time of default.

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LETTER FROM THE BOARD

• Transfer date of the : Upon the fulfilment of the following conditions, the transfer date of Transferred Assets the Transferred Assets will be agreed between Qujing Capital and Qujing Sewage Water, but in any event, shall not be later than 30 days after the signing of the Assets Transfer Agreement:

• (i) the inspection work on the Transferred Assets conducted by the transfer committee established in accordance with the Assets Transfer Agreement is completed; and

• (ii) the approval for the transfer of Transferred Assets under the Assets Transfer Agreement is obtained from the Commission.

If the above conditions for the Assets Transfer Agreement cannot be fulfilled within 30 days after the signing of the Assets Transfer Agreement, the Company will negotiate with Qujing Sewage Water for the extension of the fulfillment date of the conditions. Further announcement will be made by the Company in compliance with the Listing Rules and the relevant laws and regulations in the PRC if and when the Company negotiate further terms for the extension of the fulfilment date of the conditions with Qujing Sewage Water.

REASONS FOR AND BENEFITS OF THE ASSETS TRANSFER AGREEMENT

Pursuant to the “Recycled Water Supply and Sewage Water Treatment Infrastructural Project Cooperation Agreement in Qujing Central City Area” entered between the Company and Qujing City Construction Bureau and Qujing Sewage Water on 23rd June, 2005, the Company shall jointly establish a joint venture enterprise with Qujing Sewage Water to operate the Water Supply Plants and the Sewage Water Treatment Plant, which were owned by the People’s Government of Qujing City. Qujing City Construction Bureau, on behalf of the People’s Government of Qujing City, granted the Operation Licence to Qujing Capital to manage and operate the Water Supply Plants and the Sewage Water Treatment Plant for a period of 30 years commencing from 1st January, 2006.

As sewage water treatment is the core business of the Company, the acquisition of the Transferred Assets will allow the Company’s subsidiary, Qujing Capital, to obtain licensed operation right for providing sewage water treatment services to Qujing City, further strengthening the reputation of the Company and enriching its experiences in the industry.

Qujing Capital is a subsidiary of the Company, its assets, liabilities, and profit and loss accounts will be consolidated into the Company’s financial statements. The Board anticipates that there would be no material effect on the net asset value of the Company and a positive impact on the Company’s earnings resulting from the acquisition of the Transferred Assets.

The Directors, including the independent non-executive Directors, are of the view that the terms of the Assets Transfer Agreement are on normal commercial terms which are fair and reasonable and are in the best interests of the Shareholders and the Company as a whole.

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LETTER FROM THE BOARD

INFORMATION OF QUJING SEWAGE WATER

The Commission is the legal owner of the Transferred Assets. As at the Latest Practicable Date, Qujing Sewage Water is authorised by the Commission to enter into the Assets Transfer Agreement on its behalf. Qujing Sewage Water is a State-owned enterprise established in the PRC in 1960 and is under the supervision of Qujing City Construction Bureau. Qujing Sewage Water is principally engaged in the business of supply of water and the provision of the sewage water treatment services. Save for its 9.93% shareholding in Qujing Capital, Qujing Sewage Water does not have any other relationship with Qujing Capital or the Company.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Qujing Sewage Water and the ultimate beneficial owner of Qujing Sewage Water are Independent Third Party.

INFORMATION OF THE TRANSFERRED ASSETS

The Sewage Water Treatment Plant and the Water Supply Plants are situated at Qi Lin District, Qujing City in the PRC. The unaudited net profits, profits before tax and extraordinary items and net assets of the Water Supply Plants I and II for the two years ended 31st December, 2004 were RMB2.94 million, RMB1.67 million, RMB76.90 million, and RMB0.89 million, RMB0.11 million, RMB65.44 million respectively. As the Water Supply Plant III and the Sewage Water Treatment Plant were not in operation mode in 2003 and 2004, no profit was attributable to them.

As at 31st August, 2005, the valuations of the Sewage Water Treatment Plant and Water Supply Plant III were approximately at RMB52.23 million and RMB143.90 million respectively. As at 31st March, 2005, the valuation of the Water Supply Plants I and II was approximately at RMB59.97 million. The above valuations were conducted by (Yunnan Tianying Qujing Trust Accountants Limited) (“ Yunnan Tianying ”), an Independent Third Party, and were based on replacement cost method. Replacement cost method consists of estimating the total replacement costs of constructing or acquiring the same assets in new conditions under current market condition and then adjusting downward to the estimated costs based on the current condition of the assets to be acquired. The selection of the replacement cost method was based on the State-owned Assets Appraisal and Administration Regulations ( ) issued by the State Council ( ), the Opinions on Operation Standards of Assets Appraisal (provisional) ( ( )) and Rules on Application of Asset Appraisal Methodology ( ) issued by the State Assets Office of State-owned Assets Supervision and Administration Commission ( ), and the Provisional Regulations on Basic Contents and Formats of Asset Appraisal Report ( ) issued by the Ministry of Finance ( ). The assumptions of the replacement cost method are solely based on various current relevant figures such as the market prices of construction materials and/or other relevant commodities and equipments. In conducting the valuation of the Transferred Assets, Yunnan Tianying based its estimations and assumptions on the following guidelines and information: statistics published by the National Bureau of Statistics of PRC, consumption amounts of construction and installation projects in Yunnan province, rules on determining and estimating construction cost of construction project in Yunnan

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LETTER FROM THE BOARD

province, prices of construction materials in Qujing City, determinations and control of the project costs, market prices of other relevant commodities and equipments, appraisal standards for the conditions of buildings, and financial information of the Transferred Assets provided by Qujing Sewage Water.

As at 30th September, 2005, the date referred to in the valuation report for the book values of the Transferred Assets, the combined book value of the Water Supply Plants I and II excluding the Portion was RMB54.47 million and the book values of the Water Supply Plant III and the Sewage Water Treatment Plant were RMB150.24 million and RMB49.68 million respectively.

INFORMATION OF THE GROUP

The Group is principally engaged in (i) the design, management, operation, technological consultation of sewage water treatment plants and their related infrastructure facilities and auxiliary services; (ii) the design, toll collection, repair and maintenance, management, operation, technological consultation of toll roads and auxiliary services in relation to the operation of the South-eastern Half Ring Road of the Middle Ring of Tianjin, Tianjin City Indebted Road Construction for Vehicle-passage Toll Collection Office and their related auxiliary facilities; and (iii) the development and operation of environmental protection technology and products.

Qujing Capital is a company established in the PRC on 20th December, 2005, with the registered capital of RMB120,000,000, of which RMB108,081,434.64, representing 90.07% of the registered capital, is contributed by the Company, and RMB11,918,565.36, representing 9.93% of the registered capital, is contributed by Qujing Sewage Water.

DISCLOSEABLE TRANSACTION

As each of the percentage ratios of the consideration for the Transferred Assets is more than 5% but less than 25%, the Assets Transfer Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. It is subject to the reporting and announcement requirements, but is exempt from the Shareholders’ approval requirement.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the Appendix to this circular.

Yours faithfully, For and on behalf of the Board

Ma Baiyu

Chairman

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GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

DISCLOSURE OF INTERESTS

Directors’ Interests

As at the Latest Practicable Date, the interests and/or short positions of the Directors, supervisors and chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO), which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or otherwise, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange were as follows:

				Approximate
				percentage in the
				issued share
	The Company/			capital of the
	name of		Number and	Company/
	associated		class of	associated
Name	corporations	Capacity	securities	corporations
			(Note)
Director
Wang Zhanying	the Company	Beneficial owner	5,000 domestic	0.00038%
			Shares (L)
Supervisor
Nie Youzhuang	the Company	Beneficial owner	700 domestic	0.00005%
			Shares (L)

Note: The letter “L” represents the person’s long positions in the Shares.

As at the Latest Practicable Date, none of the Directors, supervisors or chief executives of the company or their spouses or children under 18 years of age were granted or had exercised any right to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

None of the Directors has any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31st December, 2004, the date to which the latest published audited financial statement of the Company were made up.

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GENERAL INFORMATION

APPENDIX

None of the Directors is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which the contract or arrangement subsisting at the date of this circular and which is significant in relation to the business of the Group taken as a whole.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company and their respective associates have interests in a business, apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with the business of the Group.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had entered or was proposing to enter into a service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable within one year without payment of compensation other than statutory compensation).

Substantial Shareholders’ Interests

• (a) As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiries by, the Directors, supervisors or chief executives of the Company, the following entities (other than a Director, supervisor or chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO:

				Approximate
			Approximate	percentage
			percentage	in the total
			in the	issued share
			relevant	capital of
Name of		Number and	class of	the
Shareholder	Capacity	class of securities	securities	Company
		(Note 1)
Tianjin Municipal	Beneficial owner	839,020,000 state	84.69%	63.05%
Investment		Shares (L)
Company Limited
(“TMICL”)
ISIS Assets	Investment	17,286,000	5.08%	1.30%
Management Plc.	Manager	H Shares (L)

Note 1: The letter “L” represents the entities’ long positions in the Shares.

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APPENDIX

GENERAL INFORMATION

• (b) As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiries by, the Directors, supervisors or chief executives of the Company, the following entities (other than a Director, supervisor or chief executive of the Company) were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group:

		Approximate
		percentage of
		equity
Name of entity	Name of member of the Group	interests held
Tianjin Sewage Engineering	Tianjin Capital New Materials Co.,
Company	Ltd.	15.38%
Shanghai Compak Systems	Tianjin Capital New Materials Co.,
Company Limited	Ltd.	17.58%

• (c) Save as disclosed above, there is no other person (other than a Director, supervisor or chief executive of the Company) so far as is known to the Directors, supervisors or chief executives of the Company who, as at the Latest Practicable Date, had an interest or a short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO, or, had, directly or indirectly, interested in 10% or more of nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group.

• (d) As at the Latest Practicable Date, so far as known to the Directors, supervisors or chief executives of the Company, Ms. Ma Baiyu, the Chairman and executive Director, is also the chairman of TMICL, being the controlling shareholder and holding company of the Company. Save as disclosed above, none of the Directors or proposed Directors is a director or an employee of a company which had any interests or short positions in any shares and underlying shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX

SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date are as follows:

	Number of
Authorised:	Shares	RMB
ordinary Shares of RMB1.00 each	1,330,658,058	1,330,658,058
Issued and fully paid:
domestic Shares of RMB1.00 each	990,658,058	990,658,058
H Shares of RMB1.00 each	340,000,000	340,000,000

LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or arbitration or claim of material importance is known to the Directors to be pending or threatened by or against the Company.

GENERAL

The Company secretaries of the Company are Ms. Fu Yana and Mr. Ip Pui Sum. Mr. Ip Pui Sum, who is a fellow member of the Association of Chartered Certified Accountants and associate member of The Hong Kong Institute of Certified Public Accountants, is the Company secretary and the qualified accountant of the Company under the Listing Rules.

The H Share transfer office of the Company in Hong Kong is Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

The registered address of the Company is at No.45 Guizhou Road, Heping District, Tianjin, the PRC and the head office of the Company is at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC.

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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