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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2008

Sep 23, 2008

50588_rns_2008-09-23_352af074-fac8-4265-b04d-27954a2b5514.pdf

Proxy Solicitation & Information Statement

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1065)

AMENDED AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2008

Reference is made to the “Announcement on the resolutions passed at the 22nd Meeting of the Fourth Board” (“ Announcement of the Board ”), “Announcement on the resolutions passed at the 9th Meeting of the Fourth Supervisory Committee” (“ Announcement of the Supervisory Committee ”) and “Circular in respect of the proposed amendment to the Articles of Association” (“ Circular ”) of Tianjin Capital Environmental Protection Company Limited (“ Company ”) all dated 23rd September 2008.

This notice is an amended and supplemental notice to the Notice dated 21st August 2008 (the “ Notice ”) of Second Extraordinary General Meeting (the “ EGM ”) to be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) on 9th October 2008 at 10:30 a.m..

According to Article 69 of the Articles of Association of the Company, shareholder(s) alone or in aggregate holding 3% or more of the total number of Company’s shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by furnishing the same to the convenor in writing. The convenor shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion. Save as provided above, the convenor shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.

On 22nd September 2008, the Company received a letter from Tianjin Municipal Investment Company Limited, the Company’s controlling shareholder currently holding 774,984,445 A Shares in the Company and representing approximately 54.30% of the Company’s total issued share capital, requesting for the inclusion of an ordinary resolution and a special resolution at the EGM regarding the resignation of Mr. Zhang Baoxiang as a supervisor of the Company and the proposal for the appointment of Mr. Li Yuqing as a supervisor of the Company’s Fourth Supervisory Committee (for details, please see the Announcement of the Supervisory Committee) and the proposal for the amendment to the Articles of Association of the Company (for details, please see the Announcement of the Board and the Circular) respectively, for consideration and approval by the shareholders of the Company. The Company

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has decided to submit the above proposed ordinary resolution and special resolution for consideration and approval at the EGM. In addition, the special resolution item (1) stated in the Notice will also be amended (for details, please see the Announcement of the Board).

The following three resolutions will be considered at the EGM:

As special resolutions:

  1. To consider the resolution regarding making an application for the issuance of short-term financing bills in the aggregate principal of not more than RMB1.1 billion.

For details in relation to the above resolution, please refer to the “Announcement on the resolutions passed at the 21st Meeting of the Fourth Board” of the Company dated 21st August 2008 and the Announcement of the Board.

  1. To consider the resolution regarding the amendment to Article 59 of the Articles of Association of the Company.

For details in relation to the above resolution, please refer to the Announcement of the Board and the Circular.

As ordinary resolution:

  1. To consider the resolution regarding the resignation of Mr. Zhang Baoxiang as a supervisor of the Company and the appointment of Mr. Li Yuqing as a supervisor of the Company’s Fourth Supervisory Committee.

For details in relation to the above resolution, please refer to the Announcement of the Supervisory Committee.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC 23rd September 2008

As at the date of this notice, the Board comprises executive Directors: Ms. Ma Baiyu, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Zhanying, Mr. Tan Zhaofu and Ms. Fu Yana and independent non-executive Directors: Mr. Ko Poming, Mr. Xie Rong and Mr. Di Xiaofeng.

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Notes:

  1. The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:00 p.m. on 8th September 2008 will be entitled to attend the EGM. The holders of H shares of the Company (“ H Shares ”) are reminded that the register of members of the Company’s H Shares will be closed from 9th September 2008 to 9th October 2008, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Shares registrar and transfer office, Hong Kong Registrars Limited at Rooms 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00pm on 8th September 2008. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares on 8th September 2008 or his/her proxy may attend the EGM by bringing his/her own identity card or passport.

  2. Each Shareholder having the rights to attend and vote at the EGM is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the EGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

  3. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). In order to be valid, the form of proxy and, if such form of proxy 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.

  4. Shareholders who intend to attend the EGM should complete and return the completed and signed reply slip for attendance to the office of the secretary of the Board at the Company’s principal office address on or before 18th September 2008 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. Should a proxy be appointed, the proxy shall also present the form of proxy.

  6. The EGM is expected to last for about half a day. The Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381 Telephone: 86-22-23930128 Facsimile: 86-22-23930126

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