Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2019

Aug 20, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution 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 Group Company Limited , you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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)

PROVISION OF GUARANTEES BY THE COMPANY FOR ITS SUBSIDIARIES

A notice of the EGM to be convened and held at 2:00 p.m. on 10 September 2019 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC is set out on pages 11 to 15 of this circular.

A form of proxy for use at the EGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 25 July 2019. Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

20 August 2019

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	PROVISION OF GUARANTEES BY THE COMPANY FOR ITS
	SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
IV.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
V.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**NOTICE **	OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

• “Articles of Association”

the articles of association of the Company, as amended, supplemented or otherwise modified from time to time;

• “Board”

• the board of Directors of the Company;

• “CCTB3C”

• China Construction Third Bureau No. 3 Construction Engineering Co., Ltd.* (中建三局第三建設工程有限責任公 司), a limited liability company established in the PRC and owns 0.9% equity interest in HBGJTC as at the Latest Practicable Date;

• “Company”

• Tianjin Capital Environmental Protection Group 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;

• “Director(s)”

• the director(s) of the Company, including the independent non-executive director(s);

• “EGM”

• the 2019 first extraordinary general meeting of the Company to be convened and held at 2:00 p.m. on 10 September 2019 for the purposes of, among other things, seeking the Shareholders’ approval for the provision of the Guarantees by the Company for the Guaranteed Subsidiaries;

• “Hanshou Company”

• Hanshou Capital Water Co,. Ltd* (漢壽天創水務有限公司), a limited liability company established in the PRC and a direct non-wholly owned subsidiary of the Company as at the Latest Practicable Date;

• “HBGJTC”

• Hebei Guojin Tianchuang Sewage Treatment Company Limited* (河北國津天創污水處理有限責任公司), a limited liability company established in the PRC and a direct non-wholly owned subsidiary of the Company as at the Latest Practicable Date;

• “HBGJTC’s Loan Agreement”

the loan agreement to be entered into by HBGJTC with the contemplated financial institution in relation to a loan with a principal amount of RMB508,000,000;

• “HBGJTC’s PPP Project”

the PPP project for Comprehensive Improvement of Regional Water Environment in Gaocheng District of Shijiazhuang City in Hebei Province* (河北省石家莊市槁城 區區域水環境綜合提升工程PPP項目) implemented by the Company, Hebei Guokong, CCTB3C, TMEDI and Hebei Gaocheng Economic Committee through HBGJTC by adopting the public-private partnership model (PPP model);

– 1 –

DEFINITIONS

• “Hebei Guokong” Hebei Guokong Jincheng Environmental Control Co., Ltd.* (河北國控津城環境治理有限責任公司), a limited liability company established in the PRC and owns 30% equity interest in HBGTJC as at the Latest Practicable Date;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “Jieshou Company” Jieshou Capital Water Company Limited* (界首市創業水務 有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company as at the Latest Practicable Date;

• “Jinning Company” Tianjin Jinning Chuanghuan Water Co., Ltd* (天津津寧創環 水務有限公司), a limited liability company established in the PRC and a direct wholly-owned subsidiary of the Company as at the Latest Practicable Date;

• “Jinning’s Loan Agreement” the loan agreement to be entered into by Jinning Company with the contemplated financial institution in relation to a loan with a principal amount up to RMB19,000,000;

• “Jiuquan Company” Jiuquan Capital Water Company Limited* (酒泉創業水務有 限公司), a limited liability company established in PRC and a direct non-wholly owned subsidiary of the Company as at the Latest Practicable Date;

• “Latest Practicable Date” 15 August 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange;

• “PRC”

• The People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan;

• “RMB”

• Renminbi, the lawful currency of the PRC;

• “SGCI”

• Shijiazhuang Gaocheng Construction Investment Co., Ltd.* (石家莊市槁城區建設投資有限公司), a wholly state-owned enterprise established in the PRC and owns 9% equity interest in HBGJTC as at the Latest Practicable Date;

• “SGEZTC”

Shijiazhuang Gaocheng Economic Development Zone Zhengtong Construction & Development Co., Ltd.* (石家莊槁城經濟開發區政通建設開發有限公司), a wholly state-owned enterprise established in the PRC and owns 1% equity interest in HBGJTC as at the Latest Practicable Date;

– 2 –

DEFINITIONS

“Shareholder(s)” the shareholder(s) of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

Tianjin Municipal Engineering Design & Research Institute* (天津市市政工程設計研究院), an enterprise owned by the whole people and owns 0.1% equity interest in HBGJTC as at the Latest Practicable Date; and

“TMEDI” Tianjin Institute* HBGJTC “%” per cent.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

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

(Stock Code: 1065)

Executive Directors:

Mr. Liu Yujun (Chairman) Ms. Wang Jing Mr. Niu Bo

Non-executive Directors:

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

Mr. Yu Zhongpeng Mr. Han Wei Mr. Si Xiaolong

Independent non-executive Directors:

Mr. Di Xiaofeng Mr. Guo Yongqing Mr. Wang Xiangfei

20 August 2019

To the Shareholders

PROVISION OF GUARANTEES BY THE COMPANY FOR ITS SUBSIDIARIES

I. INTRODUCTION

References are made to (i) the overseas regulatory announcement of the Company dated 12 October 2017 in relation to the increase in the registered capital of Jinning Company; (ii) the overseas regulatory announcement of the Company dated 25 February 2019 in connection with the establishment of Hanshou Company; (iii) the announcement of the Company dated 11 March 2019 in relation to the establishment of joint venture to implement the HBGJTC’s PPP Project; (iv) the announcements of the Company dated 30 January 2019 and 18 June 2019, respectively, in connection with the discloseable transactions of the Company under certain PPP projects; (v) the announcement of the Company dated 21 June 2019 in relation to the guarantee for the loan granted to Jinning Company; and (vi) the announcements of the Company dated 24 July 2019 relating to the guarantees for project companies’ financing and the connected transaction in relation to guarantees provided for loans to HBGJTC.

The purpose of this circular is to provide you with further information relating to the provision of the Guarantees by the Company for its Guaranteed Subsidiaries for the financing provided by financial institutions, and to give you a notice of the EGM to be convened to consider and, if thought fit, approve, among other things, the ordinary resolution in relation to the above matter.

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LETTER FROM THE BOARD

II. PROVISION OF GUARANTEES BY THE COMPANY FOR ITS SUBSIDIARIES

The Company intended to provide guarantees for its subsidiaries for the financing provided by financial institutions not exceeding RMB1,107,766,400 in total (the “ Guarantees ”), which include the guarantee for the loan granted to Jinning Company not exceeding RMB19,000,000 (the “ Jinning Guarantee ”), the guarantee for the loan granted to HBGJTC not exceeding RMB299,720,000 (the “ HBGJTC Guarantee ”), the guarantee for the loan granted to Jieshou Company not exceeding RMB341,066,400 (the “ Jieshou Guarantee ”), the guarantee for the loan granted to Jiuquan Company not exceeding RMB369,230,000 (the “ Jiuquan Guarantee ”) and the guarantee for the loan granted to Hanshou Company not exceeding RMB78,750,000 (the “ Hanshou Guarantee ”) (the above subsidiaries of the Company are collectively referred to as the “ Guaranteed Subsidiaries ”).

(i) Jinning Guarantee

Reasons for entering into the Jinning Guarantee

In March 2010, the Company secured the tender for the project for the construction and concession right of sewage treatment plant in Ninghe Modern Industrial Zone (寧河現代產業區), and subsequently incorporated Jinning Company as the wholly-owned subsidiary of the Company on 6 September 2010 which was to be responsible for the operation of its project (phase I) (the “ Jinning Project ”). In September 2010, Jinning Company entered into the concession agreement on the Jinning Project with the Management Committee of Ninghe Modern Industrial Zone (寧河 現代產業區管委會) (the “ Concession Agreement ”), and on 1 January 2018, Jinning Company entered into the supplementary agreement to the Concession Agreement, pursuant to which Jinning Company was to be responsible for the Jinning Project, with a designed sewage treatment capacity of 5,000 tonnes/day under the Standards (Class A) for Water Pollutant Discharge from Wastewater Treatment Plant (《城鎮污水處理廠水污染物排放標準》) (DB12599-2015) of Tianjin City*. Based on our calculation, the total investment of the Jinning Project would be RMB25,647,200, of which RMB7,560,000 was to be provided by the Company with its own capital, with the remaining of RMB18,087,200 to be financed by bank loans. As required by the lending bank, the Company must provide the Jinning Guarantee, and Jinning Company will in turn provide a counter-guarantee to the Company with the right of charges and proceeds from the sewage treatment plant from the Jinning Project.

Main terms of the Jinning Guarantee

The main terms of the Jinning Guarantee are set out below:

Scope and amount of the The loan principal of not exceeding RMB19,000,000 as Jinning Guarantee: well as the interest, penalty interest, liquidated damages and other related fees payable by Jinning Company under the Jinning’s Loan Agreement Manner of the guarantee: The Company will assume economic and legal joint liability for all the debts within the scope of the Jinning Guarantee.

Counter-guarantee: The Jinning Company will provide a counter-guarantee to the Company with the right of charges and proceeds from the sewage treatment plant from the Jinning Project, which is in line with the provisions for counter-guarantee in the Company’s Articles of Association.

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LETTER FROM THE BOARD

The Company will enter into specific guarantee agreement(s) according to the actual business situations within the limit of the guarantee amount of the Jinning Guarantee.

Basic Information and Financial Condition of Jinning Company

As at the end of December 2018, Jinning Company’s total assets amounted to RMB61,038,700, with a net assets, liabilities, current assets, current liabilities, operating income and net profit of RMB14,598,400, RMB46,440,300, RMB11,682,500, RMB46,440,300, RMB8,014,300 and RMB37,010,000, respectively.

As at the end of May 2019, Jinning Company’s total assets amounted to RMB65,574,500, with net assets, liabilities, current assets, current liabilities, operating income and net profit of RMB15,367,400, RMB50,207,100, RMB11,428,300, RMB50,207,100, RMB2,401,400 and RMB769,000, respectively. As at the end of May 2019, Jinning Company’s gearing ratio was 76.56%.

(ii) HBGJTC Guarantee

Reasons for entering into the HBGTJC Guarantee

HBGJTC was established by the Company, Hebei Guokong, CCTB3C, TMEDI, SGCI and SGEZTC for the purpose of developing, operating and investing in the HBGJTC’s PPP Project. To meet the funding requirements of the HBGJTC’s PPP Project, HBGJTC intends to obtain a loan of a principal amount of RMB508,000,000 from the financial institution, which shall, at the request of the financial institution, be secured by, among other things, the HBGTJC Guarantee.

Main terms of the HBGTJC Guarantee

The main terms of the HBGTJC Guarantee are set out below:

Scope and amount of the The loan principal of not exceeding RMB299,720,000, as HBGTJC Guarantee: well as the interest, penalty interest, liquidated damages and other related fees payable by HBGJTC under the HBGTJC’s Loan Agreement

Manner of the guarantee:

The Company will assume joint guarantee liability (under the PRC laws) for the amounts within the scope of the HBGTJC Guarantee

Counter-guarantee: HBGJTC will provide a counter-guarantee in favour of the Company with the part of right of charges and proceeds from the HBGTJC’s PPP Project, proportionate to the percentage of guarantee provided by the Company in respect of the loan under the HBGTJC’s Loan Agreement

The Company will enter into specific guarantee agreement(s) according to the actual business situations within the limit of the guarantee amount of the HBGTJC Guarantee.

– 6 –

LETTER FROM THE BOARD

Basic Information and Financial Condition of HBGJTC

As at the Latest Practicable Date, HBGJTC is a non-wholly owned subsidiary of the Company which is owned as to 59% by the Company, 30% by Hebei Guokong, 9% by SGCI, 1% by SGEZTC, 0.9% by CCTB3C and 0.1% by TMEDI. HBGJTC was incorporated on 25 March 2019 and has been established for the purpose of the development, operation of and investment in the HBGTJC’s PPP Project.

As at 30 June 2019, HBGTJC’s total assets amounted to RMB217,447,192.50, with net assets, liabilities, operating income and net profit of RMB217,447,192.50, RMB0, RMB0 and RMB-49,707.50, respectively. As at 30 June 2019, HBGTJC’s gearing ratio was 0%.

(iii) Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee

Reasons for entering into Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee

Jieshou Company, Jiuquan Company and Hanshou Company have been established and their respective investments and construction in the PPP projects have been made and commenced according to the relevant agreements for the PPP projects respectively. In view of the actual capital requirements of each of Jieshou Company, Jiuquan Company and Hanshou Company for investment in and financing of their respective PPP projects, the Company proposes to provide the Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee for Jieshou Company, Jiuquan Company and Hanshou Company, respectively.

Basic information of Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee

Serial No. Guaranteed Subsidiaries Project name 1. Jieshou Company PPP Project for Sewage Treatment in Jieshou City (2nd Batch) (界首 市污水處理PPP項目(第 二批)) 2. Jiuquan Company Construction of the First and Second Sewage Treatment Plants in Suzhou District, Jiuquan City (酒泉市肅州區第一、第 二污水處理廠) 3. Hanshou Company Hanshou County Yuanquan Water Factory* (漢壽縣沅泉大 水廠)	Financing amount 34,106.64 41,588.83 10,500 86,195.47	Unit: RMB’0,000 Guaranteed amount Guaranteed percentage 34,106.64 100%, pro rata to the equity interest of Jieshou Company indirectly owned by the Company 36,923 approximately 88.78%, pro rata to the equity interest of Jiuquan Company directly owned by the Company 7,875 75%, pro rata to the equity interest of Hanshou Company directly owned by the Company 78,904.64

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LETTER FROM THE BOARD

The conclusive financing guarantees, the scope of guarantee, guaranteed amounts and guaranteed terms of each of the Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee to be provided by the Company are subject to the final guarantee agreements to be signed between the parties thereto. Each of the Jieshou Company, Jiuquan Company and Hanshou Company shall provide to the Company the respective counter guarantee, which comprises rights to derive income and its revenue from their respective PPP projects, not less than the guaranteed amount under the Jieshou Guarantee, Jiuquan Guarantee and Hanshou Guarantee respectively in order to reasonably safeguard the Company from risk taking.

Basic information and financial conditions of Jieshou Company, Jiuquan Company and Hanshou Company

Jieshou Company

As at the Latest Practicable Date, the Company indirectly owns 100% equity interest of Jieshou Company through its wholly-owned subsidiary, Fuyang Chuangye Water Co. Ltd* (阜陽創 業水務有限公司). Jieshou Company was incorporated on 22 October 2015.

As at 31 December 2018, Jieshou Company’s total assets amounted to RMB499,513,100, with net assets, liabilities, operating income and net profit of RMB88,794,000, RMB410,719,000, RMB24,281,100 and RMB4,021,200, respectively. As at the end of December 2018, Jieshou Company’s gearing ratio was 82.22%.

As at 30 June 2019, Jieshou Company’s total assets amounted to RMB541,306,100, with net assets, liabilities, operating income and net profit of RMB241,238,300, RMB300,067,800, RMB21,736,400 and RMB6,262,100, respectively. As at the end of June 2019, Jieshou Company’s gearing ratio was 55.43%.

Jiuquan Company

As at the Latest Practicable Date, the Company directly owns approximately 88.78% equity interest of Jiuquan Company which was incorporated on 9 July 2019. Accordingly, Jiuquan Company did not have financial statements as at 31 December 2018 and 30 June 2019.

Hanshou Company

As at the Latest Practicable Date, the Company directly owns 75% equity interest of Hanshou Company, which was incorporated on 2 April 2019. As at 30 June 2019, Hanshou Company’s total assets amounted to RMB78,340,000, with net assets, liabilities, operating income and net profit of RMB45,000,000, RMB33,340,000, RMB0 and RMB0, respectively. As at 30 June 2019, Hanshou Company’s gearing ratio was 42.55%.

(iv) The Company’s decision-making procedures for the performance of the Guarantees

In accordance with the Articles of Association, the Jinning Guarantee is within the scope of approval of the Board. However, as the gearing ratio of Jinning Company as at the end of May 2019 exceeded 70%, the Jinning Guarantee is subject to the consideration and approval of the Shareholders at the general meeting of the Company pursuant to the Articles of Association.

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LETTER FROM THE BOARD

Furthermore, as at the Latest Practicable Date, the total of the guarantees to be provided by the Company for its subsidiaries’ debt financing amounted to RMB3,956,953,100 (including but not limited to the Guarantees) which accounts for 68.01% of the latest audited net assets of the Company. According to the Articles of Association, the provision of the Guarantees by the Company to its Guaranteed Subsidiaries shall be subject to the consideration and approval of Shareholders at the general meeting of the Company. Accordingly, an ordinary resolution will be proposed at the EGM to approve, among others, the provision of Guarantees by the Company to its Guaranteed Subsidiaries and to authorise the Board or the general manager of the Company to handle the relevant matters such as negotiation with financial institutions, specific implementation rules and risk control measures for the provision of Guarantees.

III. EGM

The Company will convene the EGM to seek approval from the Shareholders for, among others, the provision of the Guarantees by the Company to the Guaranteed Subsidiaries.

The EGM will be held at 2:00 p.m. on 10 September 2019 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the EGM is set out on pages 11 to 15 of this circular. At the EGM, voting of the Shareholders will be conducted by way of poll.

A form of proxy for use at the EGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 25 July 2019. Whether or not you intend to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. The Company will make an announcement after the EGM to inform the Shareholders of the results thereof.

IV. RECOMMENDATIONS

The provision of the proposed Guarantees by the Company to the Guaranteed Subsidiaries mainly aims to satisfy the actual capital needs for the production and operation of the Guaranteed Subsidiaries in their respective PPP projects, which is in line with the operation and development requirements of the Company.

The Directors consider that the provision of the proposed Guarantees by the Company to the Guaranteed Subsidiaries and the relevant matters relating to the authorization to the Board or general manager of the Company are in the interests of the Company and the Shareholders as a whole.

In light of the above, the Board recommends the Shareholders to vote in favour of the ordinary resolution in respect of the proposed Guarantees to be proposed at the EGM.

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LETTER FROM THE BOARD

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

By order of the Board of TIANJIN CAPITAL ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED Liu Yujun

Chairman

– 10 –

NOTICE OF EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 1065)

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) will 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 10 September 2019 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcement of the Company dated 21 June 2019 in relation to the guarantee for the loan granted to Jinning Company, the announcement dated 16 July 2019 in relation to (1) the proposed issuance of the Green Short-term Financing Bonds and (2) the proposed issuance of the Green Medium-term Notes, the announcements dated 24 July 2019 in relation to the guarantee for Project Companies’ financing and the guarantee for the loan granted to HBGJTC (the “ Announcements ”).

I. As special resolutions:

1. To consider and approve the application by the Company to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of the Green Short-term Financing Bonds.

2. To consider and approve the proposal of issuance of Green Short-term Financing Bonds:

3. 2.1 Issue size of the Green Short-term Financing Bonds: Principal amount of not more than RMB1,000,000,000.

4. 2.2 Term of the Green Short-term Financing Bonds: One year.

5. 2.3 Method of issuance of the Green Short-term Financing Bonds: The Company’s plan to issue the Green Short-term Financing Bonds in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions.

6. 2.4 Interest rate of the Green Short-term Financing Bonds: Interest rate of the Green Short-term Financing Bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest to be repaid in one lump sum upon the maturity date.

7. 2.5 Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries) and replenishing their working capital.

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NOTICE OF EGM

• 2.6 Source of funds for the repayment of principal and the payment of interests: The Company’s operating income throughout the terms of the Green Short-term Financing Bonds.

• To consider the authorization to the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Green Short-term Financing Bonds:

• (i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Green Short-term Financing Bonds and amendments thereto, and to adjust the terms for issuance of the Green Short-term Financing Bonds, including but not limited to all matters relating to issuance size, number of tranches, time of issuance, term of the issuance, issue rate, way of underwriting, type of guarantee and use of proceeds and others;

• (ii) to engage underwriting agencies and other intermediary agencies in respect of the application for the issuance of the Green Short-term Financing Bonds;

• (iii) to be responsible for the revision, signing, execution and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Green Short-term Financing Bonds, and handling with the reporting and registration procedures thereof;

• (iv) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustments to relevant matters such as the specific plan of application for the issuance of the Green Short-term Financing Bonds in accordance with the opinions of the regulatory authorities;

• (v) to fulfill the information disclosure obligations in a timely manner;

• (vi) to handle other matters in relation to the issuance of the Green Short-term Financing Bonds;

• (vii) to specifically handle matters relating to the issuance of the Green Short-term Financing Bonds and execution of relevant documents; and

• (viii) the above authorization remains valid during the effective period of the registration notice of the Green Short-term Financing Bonds.

• To consider and approve the application by the Company to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of the Green Medium-term Notes.

• To consider and approve the proposal of issuance of Green Medium-term Notes:

• 5.1 Issue size of the Green Medium-term Notes: Principal amount of not more than RMB1,000,000,000.

• 5.2 Term of the Green Medium-term Notes: Not exceeding 10 years.

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NOTICE OF EGM

• 5.3 Method of issuance of the Green Medium-term Notes: The Company’s plan to issue the Green Medium-term Notes in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions.

• 5.4 Interest rate of the Green Medium-term Notes: Interest rate of the Green Medium-term Notes shall be a fixed rate, and the issue rate is determined through book-building. Interest is calculated on an annual basis with interest paid annually.

• 5.5 Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries), project construction and replenishing their working capital.

• 5.6 Source of funds for the repayment of principal and the payment of interests: The Company’s operating income throughout the terms of the Green Medium-term Notes.

• To consider the authorization to the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Green Medium-term Notes:

• (i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Green Medium-term Notes of the Company and amendments thereto, and to adjust of the terms for the issuance of the Green Medium-term Notes, including but not limited to all matters relating to issuance size, number of tranches, time of issuance, term of the issuance, issue rate, way of underwriting, type of guarantee and use of proceeds and others;

• (ii) to engage underwriting agencies and other intermediary agencies in respect of the application for the issuance of the Green Medium-term Notes;

• (iii) to be responsible for the revision, signing, execution and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Green Medium-term Notes, and handle the reporting and registration procedures thereof;

• (iv) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustments to relevant matters such as the specific plan of application for the issuance of the Green Medium-term Notes in accordance with the opinions of the regulatory authorities;

• (v) to fulfill the information disclosure obligations in a timely manner;

• (vi) to handle other matters related to the issuance of the Green Medium-term Notes;

• (vii) to specifically handle matters relating to the issuance of the Green Medium-term Notes and execution of relevant documents; and

• (viii) the above authorization remains valid during the effective period of the registration notice of the Green Medium-term Notes.

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NOTICE OF EGM

II. As ordinary resolution:

1. To consider the total guarantees of the Company for the loan granted to its subsidiaries not exceeding RMB1,107,766,400 and the matters relating to the authorization to the board and general manager of the Company:

2. (i) To consider the guarantee for the loan granted to HBGTJC* (河北國津天創污水處理有 限責任公司) not exceeding RMB299,720,000;

3. (ii) To consider the guarantee for the loan granted to Jieshou Company* (界首市創業水務 有限公司) not exceeding RMB341,066,400;

4. (iii) To consider the guarantee for the loan granted to Jiuquan Company* (酒泉創業水務有 限公司) not exceeding RMB369,230,000;

5. (iv) To consider the guarantee for the loan granted to Hanshou Company* (漢壽天創水務有 限公司) not exceeding RMB78,750,000; and

6. (v) To consider the guarantee for the loan granted to Jinning Company* (天津津寧創環水務 有限公司) not exceeding RMB19,000,000.

(For details of the above resolutions, please refer to the Announcements)

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 24 July 2019

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive Directors: Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei

• For identification purposes only

Notes:

• (1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 9 August 2019 will be entitled to attend the general meeting. 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 11 August 2019 to 10 September 2019, 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 Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 9 August 2019.The holder of H Shares and whose name appears on the register of members of the Company’s H Shares on 9 August 2019 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.

• (2) Each Shareholder having the rights to attend and vote at the general meeting 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 general meeting. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

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NOTICE OF EGM

• (3) The principal Shareholders shall appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). The form of proxy shall be signed by the principal or his attorney as authorised. In the event that the form of proxy is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarised by notary public. To be valid, the power of attorney or other authorisation documents as notarise and the form of proxy must be deposited at the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or 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 general meeting.

• (4) Shareholders who intend to attend the general meeting should complete and return the completed and signed reply slip for attendance to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the office of the secretary of the Board at the Company’s principal office address on or before 20 August 2019 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 general meeting. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his attorney.

• (6) The general meeting is expected to last for about half a day. The Shareholders and their proxies attending the general meeting 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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